Common use of Purchase, Sale and Delivery of Shares Clause in Contracts

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties warranties, and agreements herein containedcontained herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto at the purchase price of $_____ per Share. At 9:00 a.m., eastern time, on the third full business day following the commencement of the initial public offering contemplated by this Agreement, or at such other time not later than five (subject 5) full business days following the date of this Agreement, as the Representatives and the Company may agree, the Company will deliver to adjustment the Representatives through the facilities of The Depository Trust Company ("DTC"), or at the offices of Advest, Inc., One World Financial Center, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as provided in Section 10). Delivery specified by the Representatives, for the accounts of definitive the several Underwriters, certificates for representing the Firm Shares to be purchased sold by them, against payment in New York, New York, or such other location agreed upon by the Underwriters pursuant to this Section 3 shall be made against payment parties, of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-next day funds, funds payable to the order of the Company (for Firm Shares. Such time of delivery and the Company agrees not payment is referred to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. ." The certificates for the Firm Shares to be so delivered will shall be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date definitive form and will shall be registered in such names and in such denominations as you may request, such the Representatives shall request by written notice to be made the Company at least two (2) full business days prior to the First Closing Date. If The Company agrees to make such certificates available for inspection at least twenty-four (24) hours prior to the Representatives so elect, delivery First Closing Date at the offices of the Firm Shares may be made by credit through full fast transfer to the accounts DTC, or its designated custodian, or at The Depository Trust Company any other location designated by the Representatives. 13 - 13 - In addition, on the basis of the representations, warranties, and agreements contained herein, but subject to the terms and conditions set forth herein, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, from the Company up to 300,000 Optional Shares in the same proportion as the number of shares set forth opposite their names on Schedule A bears to the total number of Firm Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Representatives to the Company which sets forth the aggregate number of Optional Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered, and the time and place at which such certificates will be delivered. Such time of delivery may not be earlier than the First Closing Date and herein is called the "Second Closing Date." The Second Closing Date shall be determined by the Representatives, but if at any time other than the First Closing Date, shall not be earlier than three nor later than five full business days after delivery of such notice to exercise. Certificates for the Optional Shares will be made available for inspection at least 24 hours prior to the Second Closing Date at the offices of the DTC, or its designated custodian, or at such other location as specified by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares as specified in this Section 5. The Representatives have advised the Company that each Underwriter has authorized the Representatives to accept delivery of its Shares and to make payment therefor. It is understood that youeither of the Representatives, individually, individually and not as the Representatives representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of for any Shares to be purchased by any Underwriter or Underwriters whose check or checks funds shall not have been received by you prior to the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the Firm Shares to be purchased by account of such Underwriter or Underwriters. Any Underwriter, but any such payment by you shall not relieve any such Underwriter or Underwriters of from any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), obligation under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingthis Agreement.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 1011). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextsame-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check or by wire transfer in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available same day funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxSnelx & Xilmxx X.X.P., Xxrwxxx & XhibxxxxxPhoenix, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Arizona (xx or at such other place as may be agreed upon among between the Representatives Representative and the Company), at 10:00 A.M.7:00 A.M. Pacific daylight savings time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, traded or (b) if this Agreement is executed and delivered after 4:30 P.M., Boston 1:30 P.M. Pacific daylight savings time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives Representative copies of the Prospectus within the time provided in Section 4(d5(a)(4) hereof, the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesRepresentative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.office

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwritersyou, and each Underwriter agrees, severally and not jointly, you agree to purchase from the Company, all of the Purchased Shares at a purchase price of $____ 37.74 per share, share (the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10"Purchase Price"). Delivery Promptly after the close of definitive certificates for business on the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoingRedemption Date, the Company shall reimburse notify the Underwriters for Purchaser in writing after conferring with the interest lost Trustee of the principal amount of Notes that have been converted. The closing (the "Closing") of the purchase and any sale of the Shares shall occur at 10:00 A.M. (New York City time) on November 6, 1996, or at such other expenses borne by them by reason of such breachtime not later than seven full business days thereafter as the Purchaser and the Company determine (the "Closing Date"), at the offices of TestxThomxxxx & Xnigxx, Xxrwxxx & XhibxxxxxX.C., XXP1700 Xxxxxxx Xxxxxx, 125 Xxxxx 0000, Xxxxxx, Xxxxx 00000. Xxyment for the Shares shall be by wire transfer in immediately available funds. The Company will deliver to you certificates evidencing the Purchased Shares (in definitive form and registered in such names and in such denominations as you shall request by written notice to the Company). A "business day" shall be a day on which the Commission's office in Washington, D.C., and banks and securities exchanges in New York, New York, are open for business. Delivery of the certificates evidencing the Purchased Shares is to be made at your office at 299 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx as you may otherwise designate in writing. For purposes of expediting the checking and packaging of any certificates to be delivered at the Closing, the Company shall make certificates available for inspection at the office of the Purchaser, 299 Xxxx Xxxxxx, Xxxxxxxxxxxxx (Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as may be agreed upon among xxxst 24 hours prior to the Representatives and Closing. As compensation to you for your commitment hereunder the Company)Company will pay to you, at 10:00 A.M.by wire transfer in immediately available funds, Boston time; (a) on the third (3rd) full business day following the first day that Shares are tradeddate hereof, $2,368,425.00 as a standby fee and (b) if this Agreement is executed and delivered after 4:30 P.M.at the Closing, Boston timeor you may deduct the same from the above payment for the Shares, the fourth an additional amount per Share purchased (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing DateTake-up Amount") as follows: as to the number of Shares purchased up to 627,557 Shares, 2.75% of the Purchase Price; as to any additional Shares purchased up to 1,882,673 Shares, 3.75% of the Purchase Price; as to any additional Shares purchased up to 3,137,789 Shares, 4.75% of the Purchase Price; and as to any additional Shares purchased, 6.50% of the Purchase Price; provided, however, that if for the Company has not made available purpose of calculating the Take-Up Amount, the number of Nonresponse Redemption Shares shall be excluded from the number of Shares so purchased. With respect to any Nonresponse Redemption Shares acquired by you pursuant to this Agreement, you agree to share any profit on resale of such shares with the Representatives copies Company. For purposes of this Agreement, the "Adjustment Amount" equals the aggregate sales price of the Prospectus within Nonresponse Redemption Shares, less the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the aggregate purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.paid by

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn or wire transfer in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), ) at the offices of TestxFreshman, Xxrwxxx Marantz, Orlanski, Xxxxxx & XhibxxxxxXxxxx, XXP0000 Xxxxxxxx Xxxxxxxxx, 125 Xxxx XxxxxxXxxxxx Floor, XxxxxxEast Tower, Xxxxxxxxxxxxx (xx at Beverly Hills, California, or such other place as may be agreed upon among the Representatives Representative and the Company), at 10:00 7:00 A.M., Boston California time; (a) , on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered traded or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. ." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under in the last two paragraphs penultimate paragraph on page 2 concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh in third and eighth penultimate paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company, Company at a purchase price of $____ $ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which that (as nearly as practicable, as determined by you) is in the same proportion to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10)) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextor by wire transfer of same-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxXxxxx Xxxx, Xxrwxxx & XhibxxxxxA Professional Corporation, XXP, 125 000 Xxxx Xxxx Xxxxxx, XxxxxxXxxxxxxx, Xxxxxxxxxxxxx Xxxxxxxx (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7 A.M., Boston San Francisco time; , (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location includinglocation, without limitation, including in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___ $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh sixth and eighth paragraphs and the third sentence of the fifth paragraph under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties warranties, and agreements herein containedcontained herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, the Firm Shares at a the purchase price of $____ 13.95 per shareShare. At 9:00 a.m., eastern time, on the third full business day following the commencement of the initial public offering contemplated by this Agreement, or at such other time not later than five (5) full business days following the date of this Agreement, as the Underwriter and the Company may agree, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter Company will deliver to the Company shall be to purchase from Underwriter at the Company that number offices of Firm Shares which is set forth opposite J.J.B. Hillxxxx, X.L. Xxxxx, Xxc., Hillxxxx Xxxxx Xxxter, 501 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, xx such other location as specified by the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive Underwriter, certificates for representing the Firm Shares to be purchased sold by the Underwriters pursuant to this Section 3 shall be made them, against payment by or on behalf of the Underwriter of the purchase price therefor by the several Underwriters therefore by certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in next-day funds, payable funds to the order of the Company (and or at the option of the Underwriter, by wire transfer to the account of the Company agrees not in same-day funds. Such time of delivery and payment is referred to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. ." The certificates for the Firm Shares to be so delivered will shall be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date definitive form and will shall be registered in such names and in such denominations as you may request, such the Underwriter shall request by written notice to be made the Company at least two (2) full business days prior to the First Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer The Company agrees to make such certificates available for inspection at least twenty-four (24) hours prior to the accounts First Closing Date at The Depository Trust Company the offices of _________________________, or its designated custodian, or at any other location designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingUnderwriter.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $___________ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, Company and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, Xxrwxxx & XhibxxxxxLLP, XXP000 Xxxxxxxxxxxx Xxxxx, 125 Xxxx XxxxxxXxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh sixth, eighth and eighth tenth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn wire transfer of immediately available funds to an account specified in next-day funds, payable writing by the Company with regard to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to Shares being purchased from the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxSherxxx & Xowaxx X.X.C., Xxrwxxx & Xhibxxxxx3000 Xxxxx Xxxxxxxxxx Xxxxx Xxxxx, XXP, 125 Xxxx 003 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and each Underwriter agreesthe Underwriters, severally and not jointly, agree to purchase from the CompanyFirm Shares, at a purchase price of $____ per share2.867 (the “Initial Price”), the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery under the column “Number of definitive certificates for the Firm Shares to be purchased Purchased” on Schedule I to this Agreement. The Company hereby grants to the Underwriters an option to purchase, severally and not jointly, all or any part of the Company Option Shares at a purchase price of $2.867 per share. The number of Company Option Shares to be purchase by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) of the total number of Company Option Shares to be purchase by the Underwriters pursuant to this Section 3 shall be made against payment as such Underwriter is purchasing of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextFirm Shares. Such option may be exercised only to cover over-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check allotments in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery sales of the Firm Shares by the Underwriters and may be made exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or electronic notice, or verbal or telephonic notice confirmed by credit through full fast transfer written, facsimile or electronic notice, by the Representative to the accounts Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at The Depository Trust Company designated by least two business days before the Representatives. 13 - 13 - It is understood that youOption Shares Closing Date (as defined below), individually, and not as the Representatives case may be, setting forth the number of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Company Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After and the Registration Statement becomes effective, the several Underwriters intend to make a public offering time and date (as such term is described in Section 11 hereof) of if other than the Firm Shares at a public offering price Closing Date) of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingpurchase.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, Company and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them the Underwriters by reason of such breach), at the offices of TestxXxxxxxx, Xxrwxxx Phleger & XhibxxxxxXxxxxxxx LLP, XXP000 Xxxxxxxx Xxxxxx, 125 Xxxx XxxxxxXxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx Xxxxx (xx or at such other place as may be agreed upon among between the Representatives Representative and the Company), at 10:00 A.M.7:00 A.M. Pacific daylight savings time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston 1:30 P.M. Pacific daylight savings time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives Representative copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesRepresentative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 ) concerning stabilization, over-allotment and passive market making by the Underwriters, and under the secondfirst, seventh third, eighth and eighth last paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthcontained, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ [ ] per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the such Underwriter's name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable wire transfer of immediately available funds to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to account specified by the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxArent, Xxrwxxx Fox, Kintner, Plotxxx & XhibxxxxxXahn, XXPXXLC, 125 Xxxx 1050 Xxxxxxxxxxx Xxxxxx, XxxxxxX.X., Xxxxxxxxxxxxx Xxxxxxxxxx, XX 00000-0000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston Pacific time; , (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston Pacific time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location includinglocation, without limitation, including in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.,

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until to an account specified in writing by the business day following the date of its delivery Company with regard to the Shares being purchased from the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxrwxxx & Xhibxxxxx000 Xxxx Xxxx Xxxx, XXPXxxx Xxxx, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks wire transfer funds shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs paragraph on page 2 2, concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs last paragraph under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in immediately available funds or certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxHale xxx Dorr XXX, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 60 Sxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; " provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - 15 -15- It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares (and, if applicable, the Option Shares) at a an initial public offering price of $____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the initial public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on the inside front cover page 2 of the Prospectus concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the first, second, sixth and seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Final Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_______ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section SECTION 10). Delivery of definitive certificates for the Firm Shares to be purchased by the several Underwriters pursuant to this Section SECTION 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-same day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxParcel, Xxrwxxx Maurx Xxxxxx & XhibxxxxxXpaaxxxxx, XXPX.C., 125 Xxxx 1801 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000 (xx at such other place as may be agreed upon among between the Representatives Representative and the Company), at 10:00 A.M.7:00 a.m. California time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, traded or (b) if this Agreement is executed and delivered after 4:30 P.M., Boston 1:30 p.m. California time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereofSECTION 10), such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives Representative copies of the Prospectus within the time provided in Section SECTION 4(d) hereof), the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesRepresentative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made shall specify at least two (2) full business days prior to the Closing Date. If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several The Underwriters intend to make a public offering (as such term is described in Section 11 hereofSECTION 11) of the Firm Shares at a the public offering price of $________ per share. After the public offering, offering the several Underwriters maymay from time to time, in their discretion, vary the t he public offering price. The information set forth in the last paragraph on the inside front cover page of the Prospectus (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 ) concerning stabilization, over-allotment syndicate short covering transactions and passive market making by the Underwriterspenalty bids, and under the first (including the table listing the Underwriters), second, seventh third, ninth and eighth tenth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation Theobligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable wire transfer of Federal funds to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to account specified by the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxGreenberg Traurig Hoffman Lipoff Rosen & Quentel, Xxrwxxx & XhibxxxxxP.A., XXP, 125 Xxxx 1221 Brickell Xxxxxx, XxxxxxXixxx, Xxxxxxxxxxxxx Xxoxxxx 00100 (xx at such other place xx xxch xxxxx xlace as may be agreed upon among the Representatives xxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxxes and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided;" PROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption section captioned "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and Pillar agree to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and Pillar, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 1011). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextsame-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check Pillar or by wire transfer in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available same day funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxHoward, Xxrwxxx Rice, Nemerovski Canaxx Xxxx & XhibxxxxxXabkxx, XXP, 125 Xxxx 0 Emxxxxxxxxx Xxxxxx, Xxxxxx0xx Xxxxx, Xxxxxxxxxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx (xx at such other place as may be agreed upon among between the Representatives Representative and the Company), at 10:00 A.M.7:00 A.M. Pacific daylight savings time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, traded or (b) if this Agreement is executed and delivered after 4:30 P.M., Boston 1:30 P.M. Pacific daylight savings time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives Representative copies of the Prospectus within the time provided in Section 4(d5(a)(4) hereof, the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesRepresentative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 13 hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextwire transfer of same-day funds, payable paid to the order an account designated by of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxrwxxx & Xhibxxxxx000 Xxxx Xxxx Xxxx, XXPXxxx Xxxx, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000-0000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.location

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company, Company at a purchase price of $____ $ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which that (as nearly as practicable, as determined by you) is in the same proportion to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10)) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextor by wire transfer of same-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxLeClair Ryan, Xxrwxxx & XhibxxxxxA Professional Corporation, XXP707 East Main Strxxx, 125 Xxxx XxxxxxXxxxxxxd, Xxxxxx, Xxxxxxxxxxxxx Virginia (xx or at such other place as may be agreed upon among the Representatives xxxxx xx xxx xx xxxxxx xxxx xxxxx xxx Xxpresentatives and the Company), at 10:00 7 A.M., Boston San Francisco time; , (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location includinglocation, without limitation, including in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___ $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters)second, under seventh, eighth and eleventh paragraphs and the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by sentence of the Underwriters, and under the second, seventh and eighth paragraphs fourth paragraph under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery Arrangement for electronic transfer of, or delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextsame-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check or by wire transfer in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available same day funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxNuttxx, Xxrwxxx XxClxxxxx & XhibxxxxxXish, XXPLLP, 125 Xxxx XxxxxxOne Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among between the Representatives and the Company), at 10:00 A.M.A.M. Eastern Standard Time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, traded or (b) if this Agreement is executed and delivered after 4:30 P.M., Boston timeP.M. Eastern Standard Time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d4(4) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ 4.00 per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxShearman & Sterling, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 599 Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing 14 14 Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh _____ and eighth _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ $ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery funds to the Company, and, in the event of any breach of the foregoing, the Company . Such delivery and payment shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), take place at the offices of TestxDewex Xxxxxxxxxx XXX, Xxrwxxx & Xhibxxxxx1301 Avenue of the Americas, XXPNew York, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx New York (xx or at such other place as may be agreed upon among the Representatives and the Company), ) at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking verification at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks payment for firm shares shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public 14 offering price of $___ $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 3 concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, sixth and seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $__.__ per share, the respective number of Firm Shares as hereinafter set forthforth in Section 1 hereof. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified Federal or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving funds immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), San Francisco at the offices of TestxXxxxxx & Hanger, Xxrwxxx & XhibxxxxxL.L.P., XXP0000 Xxxxxxx Xxxxx, 125 Xxxx Xxxxxx801 Cherry Street, XxxxxxFort Worth, Xxxxxxxxxxxxx Texas (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $__.__ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last sentence of the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment ) and passive market making by the Underwriters, and under in the second, seventh third and eighth tenth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and each Underwriter agreesthe Underwriters, severally and not jointly, agree to purchase from the CompanyFirm Shares, at a purchase price of $____ per share5.64 (the “Initial Price”), the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery under the column “Number of definitive certificates for the Firm Shares to be purchased Purchased” on Schedule I to this Agreement. The Company hereby grants to the Underwriters an option to purchase, severally and not jointly, all or any part of the Company Option Shares at a purchase price of $5.64 per share. The number of Company Option Shares to be purchase by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) of the total number of Company Option Shares to be purchase by the Underwriters pursuant to this Section 3 shall be made against payment as such Underwriter is purchasing of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextFirm Shares. Such option may be exercised only to cover over-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check allotments in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery sales of the Firm Shares by the Underwriters and may be made exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or electronic notice, or verbal or telephonic notice confirmed by credit through full fast transfer written, facsimile or electronic notice, by the Representative to the accounts Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at The Depository Trust Company designated by least two business days before the Representatives. 13 - 13 - It is understood that youOption Shares Closing Date (as defined below), individually, and not as the Representatives case may be, setting forth the number of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Company Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After and the Registration Statement becomes effective, the several Underwriters intend to make a public offering time and date (as such term is described in Section 11 hereof) of if other than the Firm Shares at a public offering price Closing Date) of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingpurchase.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, Company at a purchase price of $____ 23.15625 per share, the respective number of Firm Shares as hereinafter set forth1,025,800 Shares. The obligation Company is advised by you that the Underwriter proposes to deposit the Shares with the trustee of each the Trust, a registered unit investment trust under the Investment Company Act of 1940, as amended, for which PaineWebber Incorporated acts as sponsor and depositor, in exchange for units in the Trust (the "Offering") as soon after the execution and delivery hereof as in the judgment of the Underwriter is advisable (and, if necessary, any post-effective amendment to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10Registration Statement). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters Underwriter pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters Underwriter by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), funds at the offices of TestxXxxx and Xxxx LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 0000 Xxxxxxxxxxxx Xxxxxx, XxxxxxX.X., Xxxxxxxxxxxxx Xxxxxxxxxx, X.X. 00000 (xx or at such other place as may be agreed upon among by the Representatives Underwriter and the Company), at 10:00 A.M., Boston time; New York City time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston New York City time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Underwriter and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof)determine, such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. Time." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date Time and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing DateTime. If the Representatives Underwriter so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering priceUnderwriter. The information set forth in the fifth and last paragraph paragraphs on the front cover page (insofar as such information relates to the UnderwritersUnderwriter), under on the last two paragraphs on page 2 inside front cover concerning stabilization, over-allotment and passive market making stabilization by the UnderwritersUnderwriter, and under the second, seventh fourth and eighth fifth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.caption

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ $ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), funds at the offices Chicago office of Testx, Xxrwxxx Winston & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Straxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 11:00 A.M., Boston time; (a) local time in Chicago, Illinois, on the third (3rd) full business day following the first day that Shares are traded, (b) if date of this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded thereafter as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof10), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or at such other location including, without limitation, in New York City, as you may reasonably request for checking at least one two (12) full business day days prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two three (23) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, individually and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks payment shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a offer the Firm Shares to the public as set forth in the Prospectus, but after the initial public offering (as such term is described in Section 11 hereof11) of the such Firm Shares at a public offering price of $___ per share. After the public offeringShares, the several Underwriters may, may in their discretion, discretion vary the public offering price. The information set forth in the last paragraph on the front cover page and under "Underwriting" in any Preliminary Prospectus (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus ) and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinsuch statements, in the light of the circumstances under in which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[____ ____] per share, the respective numbers of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares as hereinafter set forth. The obligation of each Underwriter forth opposite such Underwriter’s name bears to the Company shall be to purchase from the Company that number total of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to eliminate fractions) and may be purchased by the Underwriters pursuant to this Section 3 only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be made against payment of sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase price therefor the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery Representatives to the Company. The time and date of delivery and payment shall be, andwith respect to the Firm Shares, in the event of any breach of the foregoing10:00 a.m., the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston New York time, the fourth (4th) full business day following the day that this Agreement is executed and delivered on [____________], [_______] or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (agree upon in writing, and with respect to the Optional Shares, [_________] a.m., New York time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or at such other time and date to which payment as the Representatives and delivery shall have been postponed pursuant to Section 10 hereof), such the Company may agree upon in writing. The time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares is herein called the “First Closing Date”. Each time for the delivery of and payment for the Optional Shares, the “Optional Closing Date”, which may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated First Closing Date, shall be determined by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall be not be obligated to) make payment later than five full business days after written notice of the election to purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Optional Shares is given. Each such date for delivery is herein called a “Closing Date for the Firm Date”. The Shares to be purchased by such each Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar applicable Closing Date, shall be registered in such names as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, overRepresentatives may request upon at least forty-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters eight hours’ prior notice to the Company for inclusion in any Preliminary Prospectus, the Prospectus and shall be delivered by or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant Company to the Representatives, through the facilities of the Depository Trust Company that (“DTC”), for the statements made therein do not include any untrue statement account of a material fact such Underwriter, against payment by or omit on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to state a material fact required the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be stated therein made available for checking and packaging at least twenty-four hours prior to the applicable Closing Date with respect thereto at the office of DTC or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingits designated custodian.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthcontained, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ [ ] per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the such Underwriter's name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable wire transfer of Federal funds to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to account specified by the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxArent, Xxrwxxx Fox, Kintner, Plotxxx & XhibxxxxxXahn, XXPXXLC, 125 Xxxx 1050 Xxxxxxxxxxx Xxxxxx, XxxxxxX.X., Xxxxxxxxxxxxx Xxxxxxxxxx, XX 00000-0000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, including in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ [ ] per share. After the such public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption section captioned "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company hereby confirms its engagement of BancAmerica Robexxxxx Xxxpxxxx xx, and BancAmerica Robexxxxx Xxxpxxxx xxxeby confirms its agreement with the Company to render services as, a "qualified independent underwriter," within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the NASD with respect to the offering and sale of the Shares. BancAmerica Robexxxxx Xxxpxxxx xxxely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "QIU." The price at which the shares will be sold to the public shall not be higher than the maximum price recommended by BancAmerica Robexxxxx Xxxpxxxx xxxing as QIU.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forthforth in Schedule B hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of the Company in Schedule B hereto and which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters of immediately available funds by certified or official bank check or checks drawn in next-day funds, payable wire transfer to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxBurr & Xormxx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 000 Xxxxx 00xx Xxxxxx, XxxxxxXxxxx 0000, Xxxxxxxxxxxxx Xxxxxxxxxx, Xxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "``Closing Date"''; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within and any term sheet or abbreviated term sheet under Rule 434 no later than the time provided in Section 4(dfirst (1st) hereoffull business day following the first (1st) day the (Firm and/or Option) Shares are traded, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - 8 It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs _____ paragraph on page 2 __, concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh _____ and eighth _____ paragraphs under the caption "``Underwriting" '' in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, Company the respective number of Firm Shares as hereinafter at the price per share set forthforth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided A. The public offering price and the purchase price shall be set forth in Section 10)the Pricing Agreement. Delivery of definitive certificates and payment for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of at 10:00 A.M., New York City time, on the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the third full business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx this Agreement or at such other date or place as may shall be agreed upon among determined by agreement between the Representatives Representative and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares . This date and time are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded sometimes referred to as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "“First Closing Date"; provided, however, that if .” Delivery of the Company has not Shares shall be made available to the Representatives copies Representative for the account of each Underwriter against payment by the Underwriters through the Representative of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery aggregate purchase price of the Firm Shares may be made by credit through full fast wire transfer in immediately available funds to the accounts at The Depository Trust Company designated specified by the RepresentativesCompany. 13 - 13 - It Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is understood that a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of DTC unless the Representative shall otherwise instruct. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 2,900,347 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. Subject to Section 5(c), the option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, individuallybut if at any time other than the First Closing Date, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment earlier than one nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the purchase price on behalf number of any Underwriter or Underwriters whose check or checks shall not have been received Option Shares to be sold by you prior to the Closing Date for Company by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or Underwriters. Any the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment by you shall not relieve any such Underwriter or Underwriters of from any of its or their obligations obligation hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ [•] per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10)hereto. Delivery of definitive certificates for The Company will deliver the Firm Shares to be purchased or as instructed by the Representatives for the accounts of the several Underwriters pursuant in a form reasonably acceptable to this Section 3 shall be made the Representatives, against payment of the purchase price therefor by the several Underwriters in Federal (same day) funds by certified or official wire transfer to an account at a bank check or checks acceptable to the Representatives drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices office of TestxSkadden, Xxrwxxx Arps, Slate, Xxxxxxx & XhibxxxxxXxxx LLP (“Skadden”), XXPcounsel for the Underwriters, 125 Xxxx at 000 Xxxxxxxxxx Xxxxxx, XxxxxxXxxxx 0000, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company)Xxxx Xxxx, Xxxxxxxxxx, 00000, at 10:00 A.M.am (Eastern time), Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded[•], (b) if this Agreement is executed and delivered after 4:30 P.M.2020, Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded thereafter as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof)determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the 1934 Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Shares sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of payment and delivery being herein called the "Closing Date"; providedFinal Prospectus, however, that if the Company has not made available to the Representatives copies Underwriters may purchase all or less than all of the Prospectus within Optional Shares at the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus purchase price per share to the Representatives. The certificates be paid for the Firm Shares (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to be so delivered will be made available any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares). The Company agrees to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and will each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be in such names and denominations as you may request, such request to determined by the Representatives but shall be made at least two (2) not later than five full business days prior after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date. If Date to or as instructed by the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to for the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make in a form reasonably acceptable to the Representatives against payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received therefore in Federal (same day) funds by you prior wire transfer to an account at a bank acceptable to the Closing Date for Representatives drawn to the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) order of the Firm Shares Company, at a public offering price the office of $___ per share. After the public offeringSkadden, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingnoted above.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), ) at the offices of TestxFreshman, Xxrwxxx Marantz, Orlanski, Xxxxxx & XhibxxxxxXxxxx, XXP0000 Xxxxxxxx Xxxxxxxxx, 125 Xxxx XxxxxxXxxxxx Floor, XxxxxxEast Tower, Xxxxxxxxxxxxx (xx at Beverly Hills, California, or such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston California time; (a) , on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered traded or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. ." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day days prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under in the last two paragraphs [penultimate] paragraph on page 2 concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under in the second, seventh fourth and eighth penultimate paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter of the Underwriters agrees, acting severally and not jointly, to purchase from the Company, Company at a purchase price of $______ per share, the respective number of Firm Shares as hereinafter set forthShares. The obligation of each Underwriter of the Underwriters to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery funds to the Company, and, in the event of any breach of the foregoing, the Company . Such delivery and payment shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), take place at the offices Washington, D.C. office of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxx & Xxxxxxxxx (xx or at such other place as may be agreed upon among the Representatives Representatives, the Company and the CompanyAttorneys), at 10:00 A.M., Boston 9:00 A.M. (EDST time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that date of this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representatives, the Company and the Company Attorneys may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page page, the two bold legends on the bottom of the inside front cover and under the caption "Underwriting" (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" ) in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally ---------- and not jointly, to purchase 3,500,000 Firm Shares from the Company, Company at a purchase the price of $____ per share, share set forth in the respective number of Firm Shares as hereinafter set forthPricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided hereto. ---------- The initial public offering price and the purchase price shall be set forth in Section 10)the Pricing Agreement. Delivery to you of definitive certificates for the Firm Shares to be purchased by through the Underwriters pursuant to this Section 3 facilities of The Depository Trust Company shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor therefore by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to an account specified in writing by the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 or before 11:00 A.M., Boston time; Chicago Time, (a) on the third (3rd) full business day following after the first day that Shares are tradedeffective date of this Agreement, (b) if this Agreement is executed and delivered and becomes effective after 4:30 3:30 P.M., Boston timeChicago Time, the fourth (4th) full business day following after the day that effective date of this Agreement is executed and delivered Agreement, or (c) at such other time and date on such other day, not later than seven (7) full ten business days following after the first day that Shares are traded effective date of this Agreement, as shall be agreed upon by the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives). The Such certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 525,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations as you may request, in which the certificates for such request shares are to be made registered and the time and place at least two which such certificates will be delivered. Such time of delivery (2) which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days prior to the Closing Date. If the Representatives so elect, after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the Firm number of Option Shares may to be made by credit through full fast transfer to the accounts at The Depository Trust Company designated sold by the Representatives. 13 - 13 - It Company pursuant to such notice of exercise by a fraction, the numerator of which is understood that you, individually, and not as the Representatives number of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the ---------- denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or Underwriters. Any the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment by you shall not relieve any such Underwriter or Underwriters of from any of its or their obligations obligation hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextsame-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check or by wire transfer in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available same day funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxNuttxx, Xxrwxxx & XhibxxxxxXxClxxxxx &Xxsh, XXPLLP, 125 Xxxx XxxxxxOne Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among between the Representatives and the Company), at 10:00 A.M.A.M. Eastern Standard Time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, traded or (b) if this Agreement is executed and delivered after 4:30 P.M., Boston timeP.M. Eastern Standard Time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided;" PROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d4(4) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any 13 such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx LLP (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter, severally, and not jointly, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price per share of $______ per shareShare, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-next day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxCapital West Securities, Xxrwxxx & XhibxxxxxInc., XXP000 X. Xxxxxxxx, 125 Xxxx 16th Floor, Xxx Xxxxxxxxxx Xxxxxx, XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxxxx (xx Xxxxxxxx 00000, or at such other place as may shall be agreed upon among by the Representatives Underwriters and the Company), at 10:00 A.M., Boston time; (a) 9:30 a.m. on the third (3rd) full fourth business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. ." The certificates for the Firm Shares to be so delivered will be made available to you at such office or at such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives Underwriters so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesUnderwriters. 13 - 13 - It is understood that youCapital West, individually, individually and not as the Representatives representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you Capital West prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you Capital West shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of offer the Firm Shares at a public offering price of $___ per share. After to the public offering, as set forth in the several Underwriters may, in their discretion, vary the public offering priceProspectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, ) and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinsuch statements, in the light of the circumstances under in which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $____ 36.67 per share, the respective numbers of Firm Shares set forth opposite the names of the Underwriters in Exhibit A hereto. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date hereof, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the such Underwriter’s name of such Underwriter in Schedule Exhibit A hereto (subject to adjustment as provided in Section 10to eliminate fractions). Delivery of definitive certificates Such option is granted for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be purchased surrendered and terminated at any time upon notice by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery Representatives to the Company. The time and date of delivery and payment shall be, andwith respect to the Firm Shares, in the event of any breach of the foregoing10:00 a.m., the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston New York City time, the fourth (4th) full business day following the day that this Agreement is executed and delivered on April 14, 2010 or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (agree upon in writing and, with respect to the Optional Shares, 10:00 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or at such other time and date to which payment as the Representatives and delivery shall have been postponed pursuant to Section 10 hereof), such the Company may agree upon in writing. The time and date for delivery of payment and delivery being the Firm Shares is herein called the "“First Closing Date"; provided”. Each time for the delivery of and payment for the Optional Shares (each, howeveran “Optional Closing Date”), that if which may be the First Closing Date, shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Shares is given. Each such date for delivery is herein called a “Closing Date”. The Shares to be purchased by each Underwriter on the Closing Date shall be registered in the name of Cede & Co. and shall be delivered by or on behalf of the Company has not made available to the Representatives, through the facilities of The Depository Trust Company (“DTC”), for the account of the respective Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal (same-day) funds to the account specified by the Company to the Representatives copies of the Prospectus within the time provided at least 48 hours in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representativesadvance. The Company will cause any certificates for representing the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking and packaging at least one (1) full business day 24 hours prior to the Closing Date and will be in such names and denominations as you may request, such request to be made with respect thereto at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery office of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company DTC or its designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingcustodian.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxHellxx Xxxmxx Xxxte & McAuxxxxx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 005 Xxxxxxxxxx Xxxxxx, XxxxxxXxxx Xxxx, Xxxxxxxxxxxxx (Xxxxxxxxxx 00000(xx xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The the Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effectiveexecution of this Agreement, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover, concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh second and eighth ninth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ 6.045 per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxShearman & Sterling, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 000 Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___ 6.50 per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second2nd, seventh 6th, 7th and eighth 9th paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of $____ 96.50 per shareshare plus accumulated dividends, if any, from January 30, 1997, the respective number numbers of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name names of such Underwriter the several Purchasers in Schedule A hereto hereto. The Company will deliver against payment of the purchase price the Shares in the form of one or more permanent global securities in definitive form (subject to adjustment the "Global Securities") and registered in the name of Cede & Co., as provided in Section 10nominee for The Depository Trust Company ("DTC"). Delivery of definitive certificates Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Firm Shares shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to CSFBC by the Company at a bank acceptable to CSFBC drawn to the order of the Company at the office of Sullivan & Cromwell, 125 Broad Street, New York, New York at 9:30 A.M. (Xxx Xork xxxx), on Xxxxxxx 00, 0000, xx xx xxxx xxxxx time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to Harris Trust Company ("Harris") as custodian for DTC of the Global Xxxxxxties representing xxx xf the Shares. The Global Securities will be made available for checking at the New York office of Harris at least 24 hours prior to the Closing Date. Notwithstanding the foregoing, any Shares sold in reliance on Regulation S or sold to Institutional Accredited Investors pursuant to Section 4(c) shall be issued in definitive, fully registered form and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document, but shall be paid for in the same manner as any Shares to be purchased by the Underwriters pursuant Purchasers hereunder and to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (offered and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne sold by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) in reliance on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), Rule 144A under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurities Act.

Purchase, Sale and Delivery of Shares. (a) At-the-Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to through the UnderwritersAgent as sales agent, and each Underwriter agrees, severally the Agent agrees to use its commercially reasonable efforts to sell for and not jointly, to purchase from on behalf of the Company, at a purchase price of $____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed terms and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"conditions; provided, however, that if any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company has not made available herein, the performance by the Company of its covenants and obligations hereunder and the continuing satisfaction of the additional conditions specified in Section 4 of this Agreement. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Shares, and (ii) the Agent will incur no liability or obligation to the Representatives copies of Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Prospectus within Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Shares as required under this Section 2. (i) Each time that the time provided Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in Section 4(dwriting by the parties) hereof, (a “Placement Notice”) containing the Representatives may, parameters in their sole discretion, postpone accordance with which it desires the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you sold, which shall at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to a minimum include the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery number of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives shares of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made, a form of which containing such Underwriter or Underwritersminimum sales parameters necessary is attached hereto as Schedule 1. Any such payment by you The Placement Notice shall not relieve any such Underwriter or Underwriters of originate from any of its or their obligations hereunder. After the Registration Statement becomes effective, individuals from the several Underwriters intend Company set forth on Schedule 2 (with a copy to make a public offering (as such term is described in Section 11 hereof) each of the Firm Shares at a public offering price other individuals from the Company listed on such schedule), and shall be addressed to each of $___ per sharethe individuals from the Agent set forth on Schedule 2. After Schedule 2 may be amended from time to time upon notice by the public offering, amending party to the several Underwriters may, in their discretion, vary the public offering priceother party. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making Placement Notice shall be effective upon receipt by the Underwriters, Agent unless and under until (i) in accordance with the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.notice

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Underwritersseveral Underwriters named in Schedule A hereto, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ 10.9825 per ordinary share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is Securities set forth opposite the name of such Underwriter in Schedule A hereto (subject hereto. The Company will deliver the Firm Securities to adjustment or as provided in Section 10). Delivery of definitive certificates instructed by the Representatives for the Firm Shares accounts of the several Underwriters in a form reasonably acceptable to be purchased by the Underwriters pursuant to this Section 3 shall be made Representatives, against payment of the purchase price therefor by the several Underwriters in Federal (same day) funds by certified or official wire transfer to an account at a bank check or checks acceptable to the Representatives drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices office of TestxPolk & Xxxxxxxx LLP (“Xxxxx Xxxx”), Xxrwxxx & Xhibxxxxxcounsel for the Underwriters, XXP, 125 Xxxx 000 Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company)Xxx Xxxx 00000, at 10:00 A.M.am (Eastern time), Boston time; (a) on the third (3rd) full business day following the first day that Shares are tradedDecember 5, (b) if this Agreement is executed and delivered after 4:30 P.M.2022, Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded thereafter as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof)determine, such time and being herein referred to as the “First Closing Date”. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment and delivery for the Optional Securities, being herein called the "referred to as an “Optional Closing Date"; provided”, howeverwhich may be the First Closing Date (the First Closing Date and each Optional Closing Date, that if the Company has not made available any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no but shall be not later than two (2) five full business days following delivery after written notice of copies of the Prospectus election to the Representativespurchase Optional Securities is given. The certificates Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make in a form reasonably acceptable to the Representatives against payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received therefore in Federal (same day) funds by you prior wire transfer to an account at a bank acceptable to the Closing Date for Representatives drawn to the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) order of the Firm Shares Company, at a public offering price the office of $___ per share. After the public offeringXxxxx Xxxx, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingnoted above.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx xxunsel to the underwriters (xx or at such other place as may be 13 -13- agreed upon among the Representatives Representative and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; " provided, however, that if the Company has not made available to the Representatives Representative copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesRepresentative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $____ $ per share, the respective number of Firm Shares as hereinafter set forthforth opposite the name of the Company in Schedule B hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), ) at the offices of TestxWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxrwxxx & Xhibxxxxx000 Xxxx Xxxx Xxxx, XXPXxxx Xxxx, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000-0000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___ 8.00 per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any 9 10 untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ 3.29 per share, the respective number of shares of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto hereto. The Company will deliver the Firm Shares to or as instructed by the Underwriters in a form reasonably acceptable to the Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the Company at the office of Dxxxx Xxxx & Wxxxxxxx LLP in Menlo Park, at 10:00 A.M., New York time, on February 17, 2021, or at such other time not later than seven full business days thereafter as the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for checking at the office of Dxxxx Xxxx & Wxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Underwriters given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per Security to be paid for the Firm Shares. The Company agrees to sell to the Underwriters the number of shares of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s name bears to the total number of shares of Firm Shares (subject to adjustment as provided in Section 10). Delivery of definitive certificates for by the Firm Shares Underwriters to eliminate fractions) and may be purchased by the Underwriters pursuant to this Section 3 only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be made sold or delivered unless the Firm Shares and Warrants previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time during the 30-day period following the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriters to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Underwriters but, except as otherwise mutually agreed between the Company and the Underwriters, shall be not less than two full business days nor later than five full business days after written notice of election to purchase Optional Shares is given, unless the Optional Closing Date is the First Closing Date, in which case the Optional Closing Date may occur no sooner than one business day after written notice of election is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Underwriters in a form reasonably acceptable to the Underwriters against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices office of Testx, Xxrwxxx Dxxxx Xxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) Wxxxxxxx LLP in Menlo Park. The Optional Shares being purchased on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the each Optional Closing Date until no later than two (2) full business days following delivery or evidence of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered their issuance will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be office of Dxxxx Xxxx & Wxxxxxxx LLP at a reasonable time in advance of such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Optional Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable wire transfer to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to account specified by the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxx Xxxx Xxxx & Freidenrich LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 000 Xxxxxxxx Xxxxxx, XxxxxxPalo Alto, Xxxxxxxxxxxxx California 94301 (xx or at such other place as may be agreed upon among between the Representatives Representative and the Company), at 10:00 A.M.7:00 A.M. Pacific standard time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston 1:30 P.M. Pacific standard time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York CitySan Jose, California, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that each of you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 ) concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the secondfirst, seventh fourth and eighth ninth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks or wire transfer or transfers drawn in nextsame-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxxxx Xxxxxx LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx Xxxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not -------- ------- made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh _____ and eighth _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, Company 3,365,000 Firm Shares at a purchase price per share of $____ per share, the respective number of Firm Shares as hereinafter set forth25.4125. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is (as nearly as practicable, as determined by the Representatives) bears to 3,365,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (subject bears to adjustment as provided in Section 10). Delivery the total number of definitive certificates for the Firm Shares to be purchased by all Underwriters under this Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after the date hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company will deliver to the Representatives at the offices of counsel for the Underwriters pursuant or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, uncertificated book-entry shares representing the Firm Shares to this Section 3 shall be made sold by them, against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextdelivery of same-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action by wire transfer or otherwise, with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery respect to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne to an account designated by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement . Such time of delivery and payment is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded herein referred to as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "“First Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. .” The certificates uncertificated book-entry shares for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be registered in such names and denominations as you may requestthe Representatives request by notice to the Company prior to 10:00 A.M., such request Chicago Time, on the second business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at least two the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 504,750 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised from time to time within 30 days after the date of the Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (2the “Rule 424 Prospectus”) upon written notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which such shares are to be registered and the time and place at which such shares will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by the Representatives, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days prior to the Closing Date. If the Representatives so elect, after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the Firm number of Option Shares may to be made by credit through full fast transfer to the accounts at The Depository Trust Company designated sold by the Representatives. 13 - 13 - It Company by a fraction, the numerator of which is understood that you, individually, and not as the Representatives number of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as the Representatives in their absolute discretion may make). The manner of payment for and delivery of the Option Shares shall be the same as specified in the preceding paragraph with respect to the Firm Shares sold by the Company. The Representatives have advised the Company that each Underwriter has authorized them to accept delivery of such Underwriter’s Shares, to make payment and to acknowledge receipt therefor. The Representatives, individually and not as the Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by them by the First Closing Date or Underwriters. Any the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment by you shall not relieve any such Underwriter or Underwriters of from any of its or their obligations obligation hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Principal Selling Stockholder agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyPrincipal Selling Stockholder, at a purchase price of $____ 8.4175 per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto (subject to adjustment as provided in Section 10SECTION 11). Delivery of definitive certificates for the Firm Shares to be purchased by the several Underwriters pursuant to this Section 3 SECTION 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-same day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach)Principal Selling Stockholder, at the offices of TestxXxxxxx, Xxrwxxx Xxxx & XhibxxxxxXxxxxxxx LLP, XXP0 Xxxx Xxxxx, 125 Xxxx XxxxxxXxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx (xx or at such other place as may be agreed upon among between the Representatives Representative and the Company), at 10:00 A.M.7:00 a.m. California time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, traded or (b) if this Agreement is executed and delivered after 4:30 P.M., Boston 1:30 p.m. California time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company Principal Selling Stockholder may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereofSECTION 11), such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE"; providedPROVIDED, howeverHOWEVER, that if the Company or the Principal Selling Stockholder has not made available to the Representatives Representative copies of the Prospectus within the time provided in Section 4(d) hereofSECTION 5(d), the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesRepresentative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made shall specify at least two (2) full business days prior to the Closing Date. If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several The Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a the public offering price of $___ 9.25 per share. After the public offering, the several Underwriters maymay from time to time, in their discretion, vary the public offering price. The information set forth in the last paragraph on the inside front cover page of the Prospectus (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 ) concerning stabilization, over-allotment syndicate short covering transactions and passive market making by the Underwriterspenalty bids, and under the first (including the table listing the Underwriters), second, seventh third, eighth, ninth, tenth and eighth eleventh paragraphs under the caption "Underwriting" in any Preliminary the Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in the Registration Statement or Prospectus or any Preliminary Prospectus, the Prospectus or the Registration Statement amendment or any Incorporated Documentsupplement thereto, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextwire transfer of same-day funds, payable funds to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to an account specified by the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxxxx, Xxrwxxx Phleger & XhibxxxxxXxxxxxxx LLP, XXP0000 Xxxxxxxx, 125 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to -------- ------- the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last sentence of the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriterspage, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section SECTION 10). Delivery of definitive certificates for the Firm Shares to be purchased by the several Underwriters pursuant to this Section SECTION 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-same day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxxx, Xxrwxxx Xxxx & XhibxxxxxXxxxxxxx LLP, XXP0 Xxxx Xxxxx, 125 Xxxx XxxxxxXxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx (xx or at such other place as may be agreed upon among between the Representatives Representative and the Company), at 10:00 A.M.7:00 a.m. California time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, traded or (b) if this Agreement is executed and delivered after 4:30 P.M., Boston 1:30 p.m. California time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereofSECTION 10), such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE"; providedPROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives Representative copies of the Prospectus within the time provided in Section SECTION 4(d) hereof), the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesRepresentative. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made shall specify at least two (2) full business days prior to the Closing Date. If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several The Underwriters intend to make a public offering (as such term is described in Section 11 hereofSECTION 11) of the Firm Shares at a the public offering price of $______ per share. After the public offering, offering the several Underwriters maymay from time to time, in their discretion, vary the public offering price. The information set forth in the last paragraph on the inside front cover page of the Prospectus (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 ) concerning stabilization, over-allotment syndicate short covering transactions and passive market making by the Underwriterspenalty bids, and under the first (including the table listing the Underwriters), second, seventh third, ninth and eighth tenth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $____ $ per share, the respective number numbers of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name names of such Underwriter in the Underwriters on Schedule A hereto (hereto, subject to adjustment as provided in accordance with Section 10)7 hereof. Delivery of definitive certificates for The Company will deliver the Firm Shares to be purchased by you through the facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor in Federal (same day) funds by the several Underwriters by certified or official bank check or checks or wire transfer to an account at a bank identified by the Company to First Albany Capital Inc. (“First Albany”) drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices office of TestxDxxxx Xxxxxxxxxx LLP, Xxrwxxx & Xhibxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, XXPXxx Xxxx, 125 Xxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company)00000, at 10:00 9:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston New York time, the fourth (4th) full business day following the day that this Agreement is executed and delivered on _______________, 2006, or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded thereafter as the Representatives First Albany and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof)determine, such time and date of payment and delivery being herein called referred to as the "Closing Date"; provided“time of purchase.” As used herein, however, that if “business day” shall mean a day on which the Company has not made available to New York Stock Exchange (the Representatives copies of the Prospectus within the time provided in Section 4(d“NYSE”) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representativesis open for trading. The certificates for the Firm Shares so to be so delivered will be in the form of one or more global securities in definitive form deposited with DTC and registered in the name of Cede & Co., as nominee for DTC, and will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day 24 hours prior to the Closing Date and will time of purchase. In addition, upon written notice from First Albany given to the Company on or before the close of business, New York time, on the 30th day subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Additional Shares at the same purchase price per Additional Share as that to be paid for the Firm Shares. The Company agrees to sell to the Underwriters the number of Additional Shares specified in such names notice, and denominations the Underwriters agree, severally and not jointly, to purchase such Additional Shares. Such Additional Shares shall be purchased for the account of each Underwriter in the same proportion as you the number of Firm Shares set forth opposite such Underwriter’s name on Schedule A hereto bears to the total number of Firm Shares (subject to adjustment by First Albany to eliminate fractions and subject to adjustment in accordance with Section 7 hereof) and may requestbe purchased by the Underwriters only for the purpose of covering over-allotments, such request if any, made in connection with the sale of the Firm Shares. No Additional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Additional Shares or any portion thereof may be made exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at least two (2) any time upon notice by First Albany to the Company. Each time for the delivery of and payment for the Additional Shares, being herein referred to as an “additional time of purchase,” which may be the time of purchase, shall be determined by First Albany but shall be not later than five full business days prior after written notice of election to purchase Additional Shares is given. The Company will deliver the Closing Date. If Additional Shares being purchased at each additional time of purchase to you through the Representatives so elect, delivery facilities of the Firm Shares may be made by credit through full fast transfer to DTC for the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make Underwriters against payment of the purchase price on behalf of any Underwriter or Underwriters whose therefor in Federal (same day) funds by official bank check or checks shall not have been received or wire transfer to an account at a bank identified by you prior the Company to First Albany drawn to the Closing Date order of the Company, at the above office of Dxxxx Xxxxxxxxxx LLP at 9:00 A.M., New York time. The certificates for the Firm Additional Shares to being purchased at each additional time of purchase will be purchased by in the form of one or more global securities in definitive form deposited with DTC and registered in the name of Cede & Co., as nominee for DTC, and will be made available for checking at a reasonable time in advance of such Underwriter or Underwritersadditional time of purchase. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, It is understood that the several Underwriters intend propose to make a public offering (as such term is described in Section 11 hereof) of offer the Firm Shares at a public offering price of $___ per share. After for sale to the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information as set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a purchase the price of $____ per share, share set forth in the respective number of Firm Shares as hereinafter set forthPricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm full shares which (as nearly as practicable, as determined by you) bears to 3,000,000, the same proportion as the number of Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject bears to adjustment as provided in Section 10). Delivery the total number of definitive certificates for the Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M. Chicago Time on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters pursuant and the Company, the Company will deliver to this Section 3 shall you at the offices of Gardxxx, Xxrton & Dougxxx xx through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be made sold by it against payment of the purchase price therefor by the several Underwriters by certified delivery of federal or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery by wire transfer or otherwise, to the Company, and, in the event . Such time of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost delivery and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement payment is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded herein referred to as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "First Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. ." The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the third full business day preceding the First Closing Date, and will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request the Company's expense for checking and packaging by the Underwriters at least one (1) 10:00 A.M., Chicago Time, on the first full business day prior preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the Closing Date terms and will conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 450,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in such covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations as you may request, in which the certificates for such request shares are to be made registered and the time and place at least two which such certificates will be delivered. Such time of delivery (2) which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days prior to the Closing Date. If the Representatives so elect, after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the Firm number of Option Shares may to be made sold by credit through full fast transfer to a fraction, the accounts at The Depository Trust Company designated by numerator of which is the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives number of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwritersas set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Any such Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment by you for and delivery of the Option Shares shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After be the Registration Statement becomes effective, the several Underwriters intend to make a public offering (same as such term is described in Section 11 hereof) of for the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth as specified in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingpreceding paragraph.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ 35.01 per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified wire transfer or official bank check or checks drawn in next-day funds, payable to the order other delivery of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery funds to an account designated in writing by the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxx, Xxrwxxx Xxxxxxx & XhibxxxxxXxxxxxxxx, XXPLLP, 125 High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the -------- ------- Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___ 37.00 per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, ) and under the table of underwriters and the second, seventh seventh, eighth and eighth ninth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the UnderwritersUnderwriters [1,600,000] of the Firm Shares and (ii) each Selling Shareholder agrees, severally and each not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule B hereto, an aggregate of [123,222] of the Firm Shares. Each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company and the Selling Shareholders shall be to purchase from the Company and the Selling Shareholders that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 1011). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company and the Selling Shareholders (or the Agent) (and the Company agrees and the Selling Shareholders agree not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in Company and the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), Selling Shareholders) at the offices of Testxthe Representative, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at or such other place as may be agreed upon among the Representatives Representative and the Company), at 10:00 6:00 A.M., Boston California time; (a) , on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. ." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, in the respective amounts set forth on the Schedule B, up to an aggregate of [240,000] Option Shares at the purchase price per share for the Firm Shares set forth in this Section 5. Such option may be exercised by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (45) day period after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Agent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representative, or at such other place as may be agreed upon by the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. To the extent that the option is not exercised for the entire [240,000] Option Shares, the number of Option Shares to be sold by the Company shall be that number which bears the same relationship to the aggregate number of Option Shares being purchased as the maximum number of Option Shares being sold by the Company bears to [240,000]. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in this Section 5, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, officers of the Company and the Selling Shareholders made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the Selling Shareholders or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 13 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery Arrangement for electronic transfer of, or delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn wire transfer in next-same day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxKlehr, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx XxxxxxHarrison, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxx & Xxxxxx, LLP, Philadelphia, Pennsylvania (xx or at such other place as may be agreed upon among between the Representatives and the Company), at 10:00 A.M.A.M. Eastern Standard Time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded______________, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered 2000 or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d4(4) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one two (12) full business day days prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $______ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, an account specified in the event of any breach of the foregoing, writing by the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxPillsbury Madison & Sutro LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 0000 Xxxxxxx Xxxxxx, XxxxxxXxxx Xxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under in the second, seventh third and eighth tenth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.the

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxLowexxxxxx, Xxrwxxx Xxndler, Kohl, Fishxx & XhibxxxxxXoylxx, XXPX.A., 125 Xxxx 65 Lxxxxxxxxx Xxxxxx, XxxxxxRoseland, Xxxxxxxxxxxxx New Jersey 07068 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered delivered, or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 l0 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, limitations in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[____ _] per share, the respective number numbers of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name names of such Underwriter in the Underwriters on Schedule A hereto (hereto, subject to adjustment as provided in accordance with Section 10)7 hereof. Delivery of definitive certificates for The Company will deliver the Firm Shares to be purchased by you through the facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank identified by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable Company to First Albany Capital Inc. (“First Albany”) to the order of the Company (and Company, or, at the Company agrees not Company’s instruction, to deposit any such check in the bank an escrow agent on which it is drawn and not to take any other action with the purpose or effect behalf of receiving immediately available funds, until the business day following the date of its delivery to the Company, andat the office of Dxxxx Xxxxxxxxxx LLP, in the event of any breach of the foregoing1000 Xxxxxx xx xxx Xxxxxxxx, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach)Xxx Xxxx, Xxx Xxxx 00000, at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 9:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston New York time, the fourth (4th) full business day following the day that this Agreement is executed and delivered on [closing date], or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded thereafter as the Representatives First Albany and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof)determine, such time and date of payment and delivery being herein called referred to as the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies “time of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. purchase.” The certificates for the Firm Shares so to be so delivered will be in the form of one or more global securities in definitive form deposited with DTC and registered in the name of Cede & Co., as nominee for DTC, and will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day 24 hours prior to the Closing Date time of purchase. In addition, upon written notice from First Albany given to the Company from time to time on or before the thirtieth (30th) day subsequent to the date of the Prospectus, the Underwriters may purchase, severally and will not jointly, all or less than all of the Additional Shares at the same purchase price per Additional Share as that to be paid for the Firm Shares. The Company agrees to sell to the Underwriters the number of Additional Shares specified in such names notice, and denominations the Underwriters agree, severally and not jointly, to purchase such Additional Shares. Such Additional Shares shall be purchased for the account of each Underwriter in the same proportion as you the number of Firm Shares set forth opposite such Underwriter’s name on Schedule A hereto bears to the total number of Firm Shares (subject to adjustment by First Albany to eliminate fractions and subject to adjustment in accordance with Section 7 hereof) and may requestbe purchased by the Underwriters only for the purpose of covering over-allotments, such request if any, made in connection with the sale of the Firm Shares. No Additional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Additional Shares or any portion thereof may be made exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at least two any time upon notice by First Albany to the Company. Each time for the delivery of and payment for the Additional Shares, being herein referred to as an “additional time of purchase,” which may be the time of purchase, shall be determined by First Albany but shall be not later than five (25) full business days prior after written notice of election to purchase Additional Shares is given. The Company will deliver the Closing Date. If Additional Shares being purchased at each additional time of purchase to you through the Representatives so elect, delivery facilities of the Firm Shares may be made by credit through full fast transfer to DTC for the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make Underwriters against payment of the purchase price on behalf of any Underwriter or Underwriters whose therefor in Federal (same day) funds by official bank check or checks shall not have been received or wire transfer to an account at a bank identified by you prior the Company to First Albany drawn to the Closing Date order of the Company, at the above office of Dxxxx Xxxxxxxxxx LLP at 9:00 A.M., New York time. The certificates for the Firm Additional Shares to being purchased at each additional time of purchase will be purchased by in the form of one or more global securities in definitive form deposited with DTC and registered in the name of Cede & Co., as nominee for DTC, and will be made available for checking at a reasonable time in advance of such Underwriter or Underwritersadditional time of purchase. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, It is understood that the several Underwriters intend propose to make a public offering (as such term is described in Section 11 hereof) of offer the Firm Shares at a public offering price of $___ per share. After for sale to the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information as set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase the from the Company, the Firm Shares at a purchase price of $____ 4.70 per share, the respective number of Firm Shares as hereinafter set forthShare. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for will deliver the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made Underwriter against payment of the purchase price therefor in cash by wire transfer of immediately available funds to an account or accounts of the Company, which accounts have been designated by the several Underwriters Company in writing at least one day prior to the Closing Date at the offices of Shartsis Fxxxxx LLP, Oxx Xxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 7:00 a.m. Pacific Daylight Time, on May 1, 2007, or at such other time not later than seven full business days thereafter as the Underwriter and the Company may mutually agree, such time being herein referred to as the “Closing Date.” The certificates for the Firm Shares so to be delivered will be in definitive form, in such denominations and registered in such names as the Underwriter requests and (i) will be made available for checking and packaging at the above office of Shartsis Fxxxxx LLP, at least 24 hours prior to the Closing Date or (ii) delivered through the facilities of the Depositary Trust Company (“DTC”) for the account of the Underwriter. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by certified or official bank check or checks drawn giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Underwriting Agreement, by the Underwriter, to the Company setting forth the number of Option Shares to be purchased and the time and date at which such certificates are to be delivered in next-day fundsthe same manner as the Firm Shares certificates. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Underwriter, payable but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares will be made on the Option Closing Date in immediately available funds by wire transfer to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne Option Shares to be sold by them by reason it against delivery of such breach), certificates therefor at the offices of TestxShartsis Fxxxxx LLP, Xxrwxxx & XhibxxxxxOxx Xxxxxxxx Xxxxx, XXP00xx Xxxxx, 125 Xxxx XxxxxxXxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among Xxxxxxxxxx 00000 in the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded same manner as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingShares.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $__________ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxGreexxxxxxxx, Xxrwxxx Xxmkxx & XhibxxxxxXale, XXPX.C., 125 Xxxx Xxxxxx10 Sxxxx Xxxxxxxx, XxxxxxXx. Xxxxx, Xxxxxxxxxxxxx Xxxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston San Francisco time; , (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time period provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $______ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under in the last two _____ and _____ paragraphs on the inside front cover page 2 of the Prospectus concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under in the second, seventh ____________________ and eighth ___________ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or Prospectus, the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, agrees severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextsame-day funds, funds payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne or by them by reason of such breach)wire transfer, at the offices of TestxPalmxx & Xodge LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx One Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxxxxx, (xx xr at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; providedCLOSING DATE" PROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or 13 -13- Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on the inside front cover page 2 of the Prospectus concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh first and eighth second paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) of the Rules and Regulations constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). 13 Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxO'Melveny & Myerx, Xxrwxxx & Xhibxxxxx000 Xxxxxxx Xxxxxx Xxxxx, XXPXxxxx 0000, 125 Xxxx XxxxxxXxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives Underwriters and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives Underwriters copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the RepresentativesUnderwriters. The certificates for the Firm Shares to be so delivered will be made available to you at such office or at such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives Robexxxxx, Xxepxxxx & Xompany LLC so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRobexxxxx, Xxepxxxx & Xompany LLC. 13 - 13 - It is understood that youRobexxxxx, Xxepxxxx & Xompany LLC, individually, and not as the Representatives a representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. 14 After the Registration Statement becomes effective, the several Underwriters you intend to make a public offering (as such term is described in Section 11 hereof) of offer the Firm Shares at a public offering price of $___ per share. After to the public offering, as set forth in the several Underwriters may, in their discretion, vary the public offering priceProspectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein are true and correct and do not include any untrue statement of a material fact or omit fail to state a any material fact required to be stated therein or necessary in order to make the such statements therein, in the light of the circumstances under in which they were made, made not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxxx Godward LLP, Xxrwxxx & Xhibxxxxx0000 Xxxxxxxxx Xxxxx, XXPXxxxx 0000, 125 Xxxx XxxxxxXxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000-0000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; " provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the initial public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on inside front cover page 2 of the Prospectus concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth ninth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Final Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_______ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 1011). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextwire transfer of same-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxO'Melveny & Xxxxx LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 000 Xxxxxxx Xxxxxx, XxxxxxXxx Xxxxxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are tradedthis Agreement is executed, provided it is executed prior to 1:30 p.m. San Francisco time, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may mutually determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery herein being herein called the "Closing Date"; provided;" PROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d5(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of offer the Firm Shares at a public offering price to be determined in accordance with the market price of $___ per sharethe Common Stock as near as practicable to the commencement of the Offering. After the public offering, the several Underwriters mayUnderwriters, in their discretion, may vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 table of contents concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh first and eighth second paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company Company, GTA GP, GTA LP and the Operating Partnership that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____________ per share, the respective number of Firm Shares as hereinafter set forthforth in Schedule "A" attached hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A "A" attached hereto (subject to adjustment as provided in Section 1010 hereof). Delivery of definitive certificates for evidencing the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, Company and in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them the Underwriters by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Cruttenden Roth Xxxorporated 18300 Xxx Xxxxxx, XxxxxxXxxxx 000, Xxxxxxxxxxxxx (xx at Irvine, California or such other place as may be agreed upon among by the Representatives Representative and the Company), at 10:00 A.M.7:00 a.m., Boston Los Angeles, California time; , (a) on the third (3rd) full business day following the first day that the Shares are tradedbegin trading, (b) if this Agreement is executed and delivered after 4:30 P.M.1:30 p.m. Los Angeles, Boston California time, the fourth (4th) full business day following the day that this Agreement is executed and delivered delivered, or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Representative, the Company and legal counsel for the Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies Representative a copy of the Prospectus within the time provided in Section 4(d) hereof, the Representatives Representative may, in their its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___________ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on inside front cover page 2 (concerning stabilization, passive market marking, penalty bids, purchases to cover short positions and over-allotment and passive market making by the Underwriters), and under the second, seventh and eighth paragraphs under the caption "Underwriting" ", in any Preliminary Prospectus and in the final form of the Prospectus filed pursuant to Rule 424(b) ), constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextwire transfer of same-day funds, payable funds paid to the order of an account designated by the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), writing at the offices of TestxXxxxxx Godward LLP, Xxrwxxx & XhibxxxxxFive Palo Alto Square, XXP0000 Xx Xxxxxx Xxxx, 125 Xxxx XxxxxxXxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx 00000-0000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to -------- ------- the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the first, second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company, Company at a purchase price of $____ $ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which that (as nearly as practicable, as determined by you) is in the same proportion to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10)) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextor by wire transfer of same-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxLeClair Ryan, Xxrwxxx & XhibxxxxxA Professional Corporation, XXP707 East Main Strexx, 125 Xxxx XxxxxxXxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx Virginia (xx or at such other place as may be agreed upon among the Representatives plaxx xx xxx xx xxxxxx xxxx xxxxx xxx Xxxxxxentatives and the Company), at 10:00 7 A.M., Boston San Francisco time; , (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location includinglocation, without limitation, including in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___ $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh sixth and eighth paragraphs and the third sentence of the fifth paragraph under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ 8.37 per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery Arrangement for electronic transfer of, or delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn wire transfer in next-same day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxKlehr, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx XxxxxxHarrison, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxx & Xxxxxx, LLP, Philadelphia, Pennsylvania (xx or at such other place as may be agreed upon among between the Representatives and the Company), at 10:00 A.M.A.M. Eastern Standard Time, Boston time; (a) on the third (3rd) full business day following the first day that Shares are tradedMarch 20, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered 2000 or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d4(4) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one two (12) full business day days prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ 9.00 per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 1011). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextwire transfer of same-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxO'Melveny & Xxxxx, Xxrwxxx & XhibxxxxxLLP, XXP, 125 Xxxx 000 Xxxxxxx Xxxxxx, XxxxxxXxx Xxxxxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxx, 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are tradedthis Agreement is executed, provided it is executed prior to 1:30 p.m. San Francisco time, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may mutually determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided;" PROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d5(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 12 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh _____ and eighth _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Operating Partnership that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company, Company at a purchase the price of $____ per share, share set forth in the respective number of Firm Shares as hereinafter set forthPricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is full shares set forth opposite the name of such Underwriter in Schedule A hereto hereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (subject or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to adjustment rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as provided in Section 10). Delivery shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of definitive counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates for representing the Firm Shares to be purchased sold by the Underwriters pursuant to this Section 3 shall be made it, against payment of the purchase price therefor by the several Underwriters by certified delivery of federal or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery by wire transfer or otherwise, to the Company, and, in the event . Such time of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost delivery and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement payment is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded herein referred to as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "“First Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. .” The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request the Company’s expense for checking and packaging by the Representative at least one (1) full 10:00 A.M., Chicago Time, on the business day prior preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the Closing Date terms and will conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 703,125 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in such covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations as you may request, in which the certificates for such request shares are to be made registered and the time and place at least two which such certificates will be delivered. Such time of delivery (2) which may not be earlier than the First Closing Date), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days prior to the Closing Date. If the Representatives so elect, after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the Firm number of Option Shares may to be made sold by credit through full fast transfer to a fraction, the accounts at The Depository Trust Company designated by numerator of which is the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives number of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company’s expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or Underwriters. Any the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment by you shall not relieve any such Underwriter or Underwriters of from any of its or their obligations obligation hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees agrees, to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000 (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided;" PROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After completion of the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, over-allotment stabilization and passive market making by the Underwriters, and under in the second, seventh and eighth paragraphs penultimate paragraph under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxxxxxxxxxxx 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the -------- ------- Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, sixth and seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, Company at a purchase price of $____ 23.82 per share, the respective number of 4,000,000 Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10)Shares. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters Underwriter pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters Underwriter by certified or official bank check or checks drawn in next-day funds, payable to the order wire transfer of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), funds at the offices of TestxXxxx and Xxxx LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx 0000 Xxxxxxxxxxxx Xxxxxx, XxxxxxX.X., Xxxxxxxxxxxxx Xxxxxxxxxx, X.X. 00000 (xx or at such other place as may be agreed upon among by the Representatives Underwriter and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives Underwriter and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof)determine, such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. Time." The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date Time and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing DateTime. If the Representatives Underwriter so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering priceUnderwriter. The information set forth in the third and last paragraph paragraphs on the front cover page (insofar as such information relates to the UnderwritersUnderwriter), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the UnderwritersUnderwriter, and under the secondthird, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus preliminary prospectus and in the final form of Prospectus filed pursuant to Rule 424(b(including the Prospectus Supplement) constitutes the only information furnished by the Underwriters Underwriter to the Company for inclusion in any Preliminary Prospectuspreliminary prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, you represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, agrees severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxPalmxx & Xodge LLP, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx One Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxxxxx, (xx xr at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; " provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.or

Purchase, Sale and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxx, Xxrwxxx Xxxxxxx & XhibxxxxxXxxxxxxxx, XXPLLP, 125 High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, ) and under the second, seventh seventh, eighth and eighth ninth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $____ 30.397 per share, the respective numbers of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares as hereinafter set forth. The obligation of each Underwriter forth opposite such Underwriter's name bears to the Company shall be to purchase from the Company that number total of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to eliminate fractions) and may be purchased by the Underwriters pursuant to this Section 3 only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be made against payment of sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase price therefor the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery Representatives to the Company. The time and date of delivery and payment shall be, andwith respect to the Firm Shares, in the event of any breach of the foregoing10:00 a.m., the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston New York time, the fourth (4th) full business day following the day that this Agreement is executed and delivered on December 23, 2002 or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (agree upon in writing, and with respect to the Optional Shares, a.m., New York time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters' election to purchase such Optional Shares, or at such other time and date to which payment as the Representatives and delivery shall have been postponed pursuant to Section 10 hereof), such the Company may agree upon in writing. The time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares is herein called the "FIRST CLOSING DATE". Each time for the delivery of and payment for the Optional Shares, the "OPTIONAL CLOSING DATE", which may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated First Closing Date, shall be determined by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall be not be obligated to) make payment later than five full business days after written notice of the election to purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date Optional Shares is given. Each such date for the Firm delivery is herein called a "CLOSING DATE". The Shares to be purchased by such each Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar applicable Closing Date, shall be registered in such names as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, overRepresentatives may request upon at least forty-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters eight hours' prior notice to the Company for inclusion in any Preliminary Prospectus, the Prospectus and shall be delivered by or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant Company to the Representatives, through the facilities of the Depository Trust Company that ("DTC"), for the statements made therein do not include any untrue statement account of a material fact such Underwriter, against payment by or omit on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to state a material fact required the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be stated therein made available for checking and packaging at least twenty-four hours prior to the applicable Closing Date with respect thereto at the office of DTC or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingits designated custodian.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company, Company at a purchase price of $____ $ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which that (as nearly as practicable, as determined by you) is in the same proportion to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10)) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextor by wire transfer of same-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxLeClair Ryan, Xxrwxxx & XhibxxxxxA Professional Corporation, XXP, 125 Xxxx 707 East Main Xxxxxx, XxxxxxXxxxxond, Xxxxxxxxxxxxx Virginia (xx or at such other place as may be agreed upon among the Representatives xxxxx xx xxx xx xxxxxx xxxx xxxxx xxx Xepresentatives and the Company), at 10:00 7 A.M., Boston San Francisco time; , (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location includinglocation, without limitation, including in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $___ $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters)second, under seventh, eighth and eleventh paragraphs and the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by sentence of the Underwriters, and under the second, seventh and eighth paragraphs fourth paragraph under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Firm Shares to be purchased by the several Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable wire transfer of immediately available funds to the order of an account specified by the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), writing at the offices of TestxWolf, Xxrwxxx Block, Xxxxxx & XhibxxxxxXxxxx-Xxxxx, XXP, 125 Xxxx 000 Xxxxx 00xx Xxxxxx, XxxxxxPackard Building, Xxxxxxxxxxxxx 12th Floor, Philadelphia, Pennsylvania 19102-2678 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; New York time (ai) on the third (3rd) full business day following the first day that Shares are traded, (bii) if this Agreement is executed and delivered after 4:30 P.M., Boston New York time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (ciii) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh _____ and eighth _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, Company the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the such Underwriter’s name of such Underwriter in Schedule A hereto at a price per share of $985.00 (subject to adjustment as provided in Section 10the “Purchase Price”). Delivery of definitive certificates The Company will deliver the Shares to the Representatives for the Firm Shares to be purchased by accounts of the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor price. The Shares shall be in global form, as specified by the several Representatives, and shall be delivered through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. Payment for the Shares shall be made by the Underwriters in Federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn in next-day funds, payable to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breachNew York time), at the offices of Testxon September 20, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered 2017 or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded thereafter as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof)determine, such time and date of payment and delivery being herein called referred to as the "“Closing Date"; provided, however, that if the Company has not made available ,” against delivery to the Representatives copies for the respective accounts of the Prospectus within several Underwriters of the time provided Shares. The Shares shall be registered in Section 4(d) hereof, such names and such denominations as the Representatives may, shall request in their sole discretion, postpone the Closing Date until no writing not later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including1:00 P.M., without limitation, in New York CityCity time, as you may reasonably request for checking at least one (1) full on the business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees agree, to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forthforth opposite the Company's name on Schedule B hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Firm Shares set forth opposite the name of the Company in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 10)) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. Delivery of definitive certificates for the Firm Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company with regard to the Firm Shares being purchased from the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, Company and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of TestxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Professional Corporation, Xxrwxxx & Xhibxxxxx000 Xxxx Xxxx Xxxx, XXPXxxx Xxxx, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000 (xx or at such other place as may be agreed upon among the Representatives and the Company), at 10:00 7:00 A.M., Boston time; San Francisco time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 1:30 P.M., Boston San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"; provided;" PROVIDED, howeverHOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 13 - 13 - It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at a an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), under on the last two paragraphs on page 2 inside front cover concerning stabilization, stabilization and over-allotment and passive market making by the Underwriters, and under the second, seventh _____ and eighth _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated DocumentStatement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.