Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a the applicable U.S. or Canadian purchase price of $ per ShareShare set forth in Schedule B hereto. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable advisable, and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing ProspectusProspectuses. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofProspectuses, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] the Managing Underwriters may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof.

Sale and Purchase. Upon On the basis of the representations and 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 respective Underwriters and each of the Underwriters, severally and not jointly, agrees the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the name names of such Underwriter in Underwriters on Schedule A attached C hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is has been advised by you that the Underwriters intend (i) that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their respective portions judgment is advisable. The pricing terms of the purchase of the Firm Shares as soon after by the effectiveness Underwriters and the pricing terms of this Agreement as in your judgment is advisable and (ii) initially to offer the offering of the Firm Shares upon to the terms public are as set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determineSchedule A hereto. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesShares as set forth opposite the names of such Underwriters on Schedule C hereto. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus Supplement hereof, by written notice from the Representatives to the Company, which notice may be electronic (“Option Shares Notice”). Such notice The Option Shares Notice shall set forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Option Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchaseOption Closing Date”); provided, however, that no additional the Option Closing Date may be the same date and time of purchase as the Closing Date (as defined below), but shall not be earlier than the “time of purchase” (as defined below) Closing Date nor earlier than the second (2nd) business day after the date on which the Over-Allotment option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which of the Over-Allotment Option shall have been exercisedShares Notice. The number As of Additional Shares to be sold to each Underwriter shall be the number which bears Option Closing Date, the same proportion Company will issue and sell to the aggregate number of Additional Shares being purchased as Underwriters, and the Underwriters will purchase, the number of Firm Option Shares set forth opposite in the name of such Underwriter on Schedule A hereto bears to the total number of Firm Option Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofNotice.

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees Selling Stockholders severally agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder the Company respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached heretobears to the number of Firm Shares to be sold by the Selling Stockholders , subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $_____________ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You may release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may may, from time to time time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon on the basis of the representations and warranties and subject to the other terms and conditions herein set forth, each of the Selling Stockholders, severally and not jointly, grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Selling Stockholders all or a portion of the Additional Shares set forth opposite the name of such Selling Stockholder on Schedule B as may be necessary to cover over-over allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the several Underwriters to the Company Selling Stockholders for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Representatives of the Selling Stockholders referred to in the immediately succeeding paragraph. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the 4 3 second business day(1) after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to purchased by each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares). The number of Additional Shares to be sold by each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder on Schedule B bears to the total number of Additional Shares available for sale under the over-allotment option (subject, subject in each case, to such adjustment as you may determine to eliminate fractional shares). Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder (the "POWERS OF ATTORNEY"), ________________ and ________________ will act as representatives of the Selling Stockholders. The foregoing representatives (the "REPRESENTATIVES OF THE SELLING STOCKHOLDERS") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in accordance connection with Section 8 hereofthe sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell[ ] Firm Shares and each Selling Stockholder hereby agrees to sell the number of Firm Shares set forth opposite its name in Schedule B hereto, severally and not jointly, to the respective several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the that Underwriter's name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $ $[ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholders listed on Schedule B hereto hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders listed on Schedule B hereto for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofProspectus, by written notice to the CompanyCompany and the Selling Stockholders listed on Schedule B hereto. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”the "ADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. The number of Additional Shares to be sold by each Selling Shareholder shall be a number equal to the number of Additional Shares as to which the option is being exercised multiplied by a fraction, the numerator of which shall be the number of Additional Shares to be sold by such Selling Shareholder and the denominator of which shall be the aggregate number of Additional Shares listed on Schedule B hereto (subject, in each case, to such adjustment as you may determine to eliminate fractional Shares). Pursuant to powers of attorney, which in each case shall be satisfactory to counsel for the Underwriters, granted by (i) Household Investment Funding, Inc. ("HIFI"), Xxxxx X. Klug and Xxxxxxx X. Xxxxx will act as representatives of HIFI, and (ii) each other Selling Stockholder, Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, each of whom will have full power and authority to act as representative of the other Selling Stockholders. The foregoing representatives (the "REPRESENTATIVES OF THE SELLING STOCKHOLDERS") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the UnderwritersSelling Unitholders agree, severally and not jointly, agrees to sell to the respective Underwriters the number of Units set forth opposite such Selling Unitholder's name in Schedule B attached hereto and each of the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached heretoSelling Unitholders, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $36.10 per ShareCommon Unit, the number of Firm Units set forth opposite such Underwriter's name in Schedule A annexed hereto, plus such additional number of Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. The Company It is advised by you understood that the several Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially propose to offer the Firm Shares upon Units for sale to the terms public as set forth in the Pre-Pricing Final Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Unitholders, acting severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Unitholders, ratably in accordance with the number of Firm Shares Units to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional units), all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Company Selling Unitholders for the Firm SharesUnits. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanySelling Unitholders and the Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an “the additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.the

Sale and Purchase. Upon On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the respective Underwriters Underwriters, and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Company at the price per share set forth in Schedule B, the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter in Schedule A attached hereto, subject may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Underwriters shall have Company hereby grants an option to the right to purchaseUnderwriters, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, purchase all or a portion of the Additional Shares as at the price per share set forth in Schedule B, 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 Additional Shares. The option hereby granted will expire 30 days after the date hereof and may be necessary exercised in whole or in part from time to cover time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm SharesShares upon notice by Avondale Partners, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] LLC (“Avondale Partners”), on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofUnderwriters, by written notice to the Company. Such notice shall set Company setting forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised several Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Shares. Any such time when and date of delivery (an “Additional Time of Purchase”) shall be determined by Avondale Partners, but shall not be later than seven full business days after the exercise of the option, nor in any event prior to the Time of Purchase (as hereinafter defined). If the option is exercised as to all or any portion of the Additional Shares are to be delivered (any such date Shares, each of the Underwriters, acting severally and time being herein referred to as an “additional time not jointly, will purchase that proportion of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The total number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares then being purchased as which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subjectShares, subject in each case, case to such adjustment adjustments as [INSERT NAME OF LEAD UNDERWRITER] may determine Avondale Partners in its discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholders, in each case at a purchase price of $ $_____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You shall release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders listed on Schedule B hereto for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth forty-fifth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholders listed on Schedule B hereto. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. [Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $ US$[●] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option ADS (the “Over-Allotment OptionPurchase Price”) to purchase, and upon ). On the basis of the representations and warranties contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to sell to the Underwriters the Optional ADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [●] Optional ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Optional ADSs shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the ADSs but not payable on such Optional ADSs. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the Company, ratably in accordance with date of this Agreement. Any exercise notice shall specify the number of Firm Shares Optional ADSs to be purchased by each the Underwriters and the date on which such ADSs are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm ADSs nor later than ten business days after the date of them, all or a portion of the Additional Shares as such notice. Optional ADSs may be necessary to cover purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofif any, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares that Optional ADSs are to be delivered (any such date purchased, each Underwriter agrees, severally and time being herein referred not jointly, to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Optional ADSs (subject to be sold such adjustments to each Underwriter shall be the number which eliminate fractional shares as you may determine) that bears the same proportion to the aggregate total number of Additional Shares being Optional ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule A attached hereto opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofADSs.]

Sale and Purchase. Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein and in reliance upon the representations and warranties set forthforth herein, the Company Bank agrees to issue and sell sell, and each Selling Shareholder agrees to sell, in each case severally and not jointly, to the Underwriters the respective Underwriters number of Firm Shares set forth in Schedule B hereto opposite its name, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Bank and the Selling Shareholders the respective number of such Firm Shares (subject to such adjustment as UBS and RJ may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $ US$ per Share. A commission of US$ per Share (the “Commission”) shall be deducted from such purchase price as set forth herein. The Company Bank, the Selling Shareholders and the Underwriters agree that, to the extent that the Selling Shareholders are required to purchase Class B Shares pursuant to the Standby Subscription Agreement, any Commission paid by the Selling Shareholders in respect of Shares sold hereunder, the proceeds of which are used to purchase such Class B Shares in accordance with the Escrow Agreement, shall be deemed to have been paid by the Bank. The Bank is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. To effectuate the sale and purchase of the Firm Shares to be issued and sold by the Bank hereunder to the Underwriters, the Underwriters shall, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, exercise, at the time of purchase, the Assigned Preemptive Rights by executing with the Bank the Preemptive Rights Exercise Agreement. In addition, the Company each Selling Shareholder, severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themSelling Shareholders, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share (less the same Commission) to be paid by the Underwriters to the Company Bank and the Selling Shareholders for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] UBS and RJ on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus Supplement hereof, hereof by written notice to the CompanySelling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the such Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto (subject to adjustment in accordance with Section 11 hereof) bears to the total number of Firm Shares (subject to such adjustment as UBS and RJ may determine solely to eliminate fractional shares). Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from each Selling Shareholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased pursuant to such exercise as the number of Additional Shares set forth in Schedule B hereto opposite its name bears to ___, subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] UBS and RJ may determine solely to eliminate fractional shares). Pursuant to a power of attorney attached hereto as Annex D (the “Power of Attorney”) granted by the Selling Shareholders and their spouses, subject ___and ___ shall act as representatives of the Selling Shareholders. The foregoing representatives (the “Representatives of the Selling Shareholders”) are authorized, on behalf of the Selling Shareholders, to adjustment execute any documents necessary or desirable in accordance connection with Section 8 hereofthe sale of the Shares to be sold hereunder by the Selling Shareholders, the Preemptive Rights Assignment by the Selling Shareholders with respect to the Firm Shares to be sold hereunder by the Bank and any purchase Class B Shares under the Standby Subscription Obligation by the Selling Shareholders, to receive and provide notices on behalf of the Selling Shareholders and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus Supplement hereof, hereof by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine solely to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties of the Company and the Selling Stockholders and subject to the terms and conditions herein set forth, each of the Company Selling Stockholders agrees to issue sell, severally and sell not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder the Company respective number of Firm Shares (subject to such adjustments you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholders as such number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $ per Share. The Company is and each Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholders hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of themrespective amounts set forth in Schedule B annexed hereto, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written upon notice to the CompanySelling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) ), but it may be on the same day as the Time of Purchase, nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold by any Selling Stockholder to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased from such Selling Stockholder at the Additional Time of Purchase as the number of Firm Additional Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Additional Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Xxxxxxx X. Xxxxxxxxx, III and Xxxxx X. Xxxxx will act as representatives of the Selling Stockholders. The foregoing representatives (the “Representatives of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and [each of] the Selling Stockholder[s] agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) and Citigroup Global Markets Inc. (“Citigroup”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $ $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and Rxxxxx Xxxx, a Selling Stockholder, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and such Selling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] UBS and Citigroup on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofProspectus, by written notice to the CompanyCompany and Rxxxxx Xxxx. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] UBS and Citigroup may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as [235,109] bears to [337,500], and the number of Additional Shares to be purchased from Rxxxxx Xxxx shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule D annexed hereto bears to [337,500], subject, in each case, to such adjustment as UBS and Citigroup may determine solely to eliminate fractional shares. [Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to UBS and Citigroup), [___] and [___] shall act as representatives of the Selling Stockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Stockholders”) is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to such Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.]

Sale and Purchase. Upon the basis of the representations and ----------------- warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus Supplement hereof, hereof by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, -------- ------- that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine solely to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, to each Underwriter, and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, hereto (subject to adjustment in accordance with Section 8 9. hereof) bears to the total number of Firm Shares, in each case at a purchase price of $ $17.29 per share (the "Purchase Price Per Share"). The Company is and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholder and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesPurchase Price Per Share. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading.

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters the Firm Shares and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached heretoA, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $_____________ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You may release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may may, from time to time time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon on the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); providedPROVIDED, howeverHOWEVER, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day (*) after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to purchased by each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the respective Underwriters Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price per share of $[ ], the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject I hereto and (b) in the event and to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you the extent that the Underwriters intend (i) shall exercise the election to make a public offering of their respective portions of the Firm purchase Optional Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In additionprovided below, the Company hereby grants agrees to issue and sell to each of the several Underwriters the option (the “Over-Allotment Option”) to purchaseUnderwriters, and upon the basis each of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchaseagrees, severally and not jointly, to purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf set forth in clause (a) of this Section 2, that portion of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Optional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option election shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Additional Optional Shares to be sold to each Underwriter shall be by a fraction the number numerator of which bears is the same proportion to the aggregate maximum number of Additional Optional Shares being purchased which such Underwriter is entitled to purchase as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the total Underwriters the right to purchase at their election up to [ ] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by 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. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (subjectas defined in Section 4 hereof) or, unless you and the Company otherwise agree in each casewriting, earlier than two or later than ten business days after the date of such notice. In addition to such adjustment the sums payable to the Representative as [INSERT NAME OF LEAD UNDERWRITERprovided elsewhere herein, the Representative shall be entitled to receive at the Closing as additional compensation for its services, Underwriters’ Warrants for the purchase of up to [ ] may determine to eliminate fractional shares)Shares at a price of $[ ] per Share, upon the terms and subject to adjustment and conversion as described in accordance with Section 8 hereofthe form of Underwriters’ Warrants filed as an exhibit to the Registration Statement.

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, each of the Company and the Selling Stockholder, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each of the Company and the Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholder, in each case at a purchase price of $ $_____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You shall release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may from time to time increase or decrease the public offering price after the initial offering to the public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon on the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company and the Selling Stockholder hereby grant to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and the Selling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by from each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the several Underwriters to the Company and the Selling Stockholder for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice from you to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “"time of purchase” " (as defined below) nor earlier than the second business day day* after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject---------------------------------- * As used herein, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofbusiness day shall mean a day on which the New York Stock Exchange is open for trading.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares Securities (subject to such adjustment as the Representatives may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto at a purchase price of $ $24.2125 per ShareSecurity. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effectiveness of this Agreement as in your judgment is advisable has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Pre-Pricing Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of themthem (subject to such adjustment as the Representatives may determine to avoid fractional shares), all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesSecurities; provided that the purchase price per share for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such Each such notice shall set forth the aggregate number of Additional Shares Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no an additional time of purchase shall not be (i) earlier than the “time of purchase” purchase (as defined below) nor earlier or (ii) later than the second business day tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.the

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of the Selling Stockholders, severally and not jointly, agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $22.84 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and certain of the Selling Stockholders listed on Schedule B hereto hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and certain of the Selling Stockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders listed on Schedule B hereto for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] Bear, Sxxxxxx & Co. Inc. (“Bear Sxxxxxx”) and UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholders listed on Schedule B hereto. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Pursuant to powers of attorney (each, a “Power of Attorney”), which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder (other than The BOC Group, Inc.), Rxxxxx X. Xxxxxx and Exxx X. Xxxxxxxx will act as representatives of the Selling Stockholders. The foregoing representatives (the “Representatives of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or such Selling Stockholder, as the case may be, set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto at a purchase price of $ $67.536 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness execution and delivery of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) nor earlier than the second business day 1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forthforth herein, the Company agrees Selling Stockholders agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Stockholders the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A B attached hereto, subject to adjustment in accordance with Section 8 hereof, hereto in each case at a purchase price of $ $[ ] per Share. The Company is Selling Stockholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholders hereby grants grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day(1) after the date on which the Over-Allotment Option option shall have ---------- 1 As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A B hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $ $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You may release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon on the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Selling Shareholders hereby grant to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, such Selling Shareholders all or a portion of the Additional Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and in whole or in part from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such Any such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “"additional time of purchase”"); provided, however, that no additional time of purchase shall be occur earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day* after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter at an additional time of purchase shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon On the basis of Closing Date, Seller will sell, transfer, assign and convey to Purchaser (or cause to be sold, transferred, assigned and conveyed to Purchaser) all right, title and interest in and to the representations and warranties and Property, subject to the terms Permitted Exceptions, and Purchaser will purchase and accept the transfer, assignment and conveyance of the Property and will assume the Assumed Obligations. Notwithstanding the foregoing, Purchaser will have a one-time right to extend the Closing Date for up to thirty (30) days as a result of a material adverse change in, or material disruption of, conditions herein set forthin the financial, the Company agrees to issue and sell banking or capital markets that, pursuant to the respective Underwriters provisions of Purchaser's Loan Commitment, causes and each of permits Purchaser's lender to delay or withhold funding on the UnderwritersClosing Date. Purchaser's one-time extension right may be exercised by Purchaser, severally and not jointlyprior to the originally scheduled Closing Date, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend by: (i) to make providing Seller with a public offering of their respective portions copy of the Firm Shares as soon after correspondence by which Purchaser's lender exercises its right to delay or withhold funding on the effectiveness of this Agreement as in your judgment is advisable basis described above and (ii) initially specifying in writing an alternative date for closing that falls within said thirty (30) day limitation (the "Extended Closing Date"). If, despite Purchaser's commercially reasonable diligent good faith efforts to offer cause its lender to fund, Purchaser's lender refuses to fund on the Firm Shares upon the terms set forth Extended Closing Date, Purchaser may elect, in the Pre-Pricing Prospectus. You may from time its sole discretion, not to time increase or decrease the public offering price after the initial public offering to such extent as you may determineproceed with this Agreement. In additionsuch case, Escrow Agent will promptly return the Company hereby grants Deposits and accrued interest to the several Underwriters the option (the “Over-Allotment Option”) to purchasePurchaser and this Agreement will be terminated. Moreover, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall Purchaser will have the right to purchase, severally and not jointly, from extend the Company, ratably in accordance with the number Closing Date for up to ten (10) days as a result of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”)Force Majeure; provided, however, that no additional time if the Force Majeure involves the existence of purchase a designated tropical storm or hurricane, then the ten (10) day extension shall be earlier than five (5) days from the “time of purchase” date that the designated tropical storm or hurricane is no longer located within the "box" (as defined below) nor earlier than the second business day after the date reflected on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercisedEXHIBIT "D"). The number of Additional Shares to be sold to each Underwriter shall be Closing will occur at the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofClosing Location.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Stockholder the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto at a purchase price of $ per Shareshare. The Company is and the Selling Stockholder are advised by you that the Underwriters you intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Selling Stockholder ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”the "Option Closing Date"); providedPROVIDED, howeverHOWEVER, that no additional time of purchase the Option Closing Date shall not be earlier than the “time of purchase” Closing Date (as defined below) nor earlier than the second business day day(1) after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofannexed hereto.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, to each Underwriter, and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, hereto (subject to adjustment in accordance with Section 8 9 hereof) bears to the total number of Firm Shares, in each case at a purchase price of $ $17.96 per share (the “Purchase Price Per Share”). The Company is and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholder and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesPurchase Price Per Share. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares). As used herein, subject to adjustment in accordance with Section 8 hereof“business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $ $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofProspectus, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined belowhereinafter defined) nor or earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, severally and not jointly, agrees to purchase that proportion of the total number of Additional Shares to be sold to each Underwriter shall be the number then being purchased which bears the same proportion to the aggregate number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof. The Selling Stockholder has executed and delivered a Custody Agreement (the “Custody Agreement”), dated [ ], 2005, between Mellon Investor Services LLC, as custodian (the “Custodian”), and the Selling Stockholder for the purpose of making delivery of any Additional Shares which may be purchased after the time of purchase in accordance with this Agreement. Pursuant to the Custody Agreement, the Selling Stockholder will deposit with the Custodian at the time of purchase certificates in negotiable form representing such number of Additional Shares that are not purchased by the Underwriters at the time of purchase. Pursuant to a power of attorney (the “Power of Attorney”) granted by the Selling Stockholder (which Power of Attorney shall be satisfactory to counsel for the Underwriters), [ ] have been appointed to act as attorneys-in-fact for the Selling Stockholder (the “Attorneys-in-Fact”) and have been authorized, on behalf of the Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by the Selling Stockholder, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by the Selling Stockholder in connection with the sale and public offering of the Additional Shares, to distribute the balance of such proceeds to the Selling Stockholder, to receive notices on behalf of the Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement and the Custody Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, each of the Company Selling Stockholders, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder the Company respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $ $[ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering of the Firm Shares to such extent as you may determine. In addition, the Company hereby grants Selling Stockholders listed on Schedule B hereto hereby, severally and not jointly, grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders listed on Schedule B hereto for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanySelling Stockholders listed on Schedule B hereto. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 10 hereof. Pursuant to powers of attorney (each, a “Power of Attorney”), which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder other than Xxxx Capital Partners, L.P. and PB Capital Partners, L.P. (together, the “Xxxx Selling Stockholders”), Xxxxxx Band, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxx will act as representatives of the Selling Stockholders. Subject to the terms of the Powers of Attorney, the foregoing representatives (the “Representatives of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of the Selling Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as Bear, Xxxxxxx & Co. Inc. ("BEAR XXXXXXX") and UBS Securities LLC ("UBS") may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A attached heretohereto bears to the total number of Firm Shares, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders, in each case severally and not jointly, hereby grants grant to the several Underwriters the option (the “Over"OVER-Allotment Option”ALLOTMENT OPTION") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanyCompany and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] Bear Xxxxxxx and UBS jointly on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”"ADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that no additional time of purchase shall be earlier than the “"time of purchase” " (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to purchased by each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] Bear Xxxxxxx and UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof. If, at any time, the Underwriters purchase a portion of the Additional Shares, the number of Additional Shares to be sold by each Seller shall be the number which bears the same proportion to the aggregate number of Additional Shares being sold as the number of Firm Shares set forth opposite the name of such Seller on SCHEDULE B hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares) subject to adjustment in accordance with Section 9 hereof. Pursuant to powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, Xxxxx X. Xxxxxxx, Ph.D. and Xxxxxxx Xxxxx will act as representatives of the Selling Stockholders. The foregoing representatives (the "REPRESENTATIVES OF THE SELLING STOCKHOLDERS") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Sale and Purchase. Upon At the basis of the representations and warranties and subject to the terms and conditions herein set forthClosing, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, Buyer hereby agrees to purchase from each Selling Stockholder, and each Selling Stockholder hereby agrees to sell, transfer and assign to Buyer, such Selling Stockholder’s Blocker Shares, free and clear of any and all Liens, and Buyer hereby agrees to pay to each Selling Stockholder, as sole consideration for the Company Blocker Shares transferred by such Selling Stockholder, by wire transfer of immediately available funds an amount in cash equal to the number amount required to be paid to the Selling Stockholders for each such Blocker Share pursuant to the terms of Firm Shares set forth opposite the name Bxxxxxxxx.xxx, LLC Operating Agreement as in effect as of immediately prior to the Closing, which, for the avoidance of doubt, assuming the Closing occurs prior to January 6, 2020, shall be $60,000.06088 for each such Blocker Share (the “Initial Per Blocker Share Consideration Amount”) (unless the Merger Agreement is amended after the date hereof to increase the Base Cash Consideration and/or the Stock Consideration Value to the point where the Selling Stockholders would be entitled to a greater amount per Blocker Share than the Initial Per Blocker Share Consideration Amount according to the terms of the Rocket Operating Agreement (in which case the Selling Stockholders shall be entitled to determine in their sole discretion, whether to receive the Initial Per Blocker Share Consideration Amount or such increased consideration) and, if the Selling Stockholders determine to receive such increased consideration, then the parties will cooperate to make appropriate modifications to this Agreement and the Merger Agreement to reflect the foregoing and the payment of such Underwriter in Schedule A attached hereto, subject increased consideration to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Sharethe Selling Stockholders). The Company is advised by you that the Underwriters intend (i) aggregate consideration payable to make a public offering of their respective portions all Selling Stockholders in respect of the Firm Blocker Shares pursuant to this Section 1.1 is referred to herein as soon after the effectiveness “Blocker Consideration.” The Company hereby acknowledges and agrees that all payments of the Blocker Consideration shall be made pursuant to the terms of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from under the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”Merger Agreement); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Shareholder, the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Selling Shareholder, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $ $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Shareholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Shareholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Shareholder for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofProspectus, by written notice to the CompanySelling Shareholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof.

Sale and Purchase. Upon the basis of the representations and ----------------- warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus Supplement hereof, hereof by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, -------- ------- that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The Subject to the terms and conditions hereof, if the option is exercised, each Underwriter agrees, severally but not jointly, to purchase the number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine solely to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, acting severally and not jointly, agrees agree to purchase from the Company the number of Firm Shares in the respective amounts set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $ $5.376 per Share. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Representatives deem advisable after the effectiveness of this Agreement as in your judgment is advisable has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Representatives may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments the sale of more than 24,000,000 Common Shares made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofProspectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number ; provided, further, that if the option shall have been exercised prior to the time of Additional Shares to be sold to each Underwriter purchase, the additional time of purchase shall be the number which bears time of purchase unless otherwise agreed to by the same proportion to Representatives and the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofCompany.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $9.975 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness execution of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determinedetermine in a manner consistent with applicable law, rules and regulations. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you once on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus Supplement hereof, hereof by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine solely to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may reasonably determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject plus any additional number of Firm Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to Section 8 9 hereof, in each case at a purchase price of $ $24.2125 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effectiveness of this Agreement as in your judgment is advisable has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and and, upon the basis of the representations and warranties and but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by prior written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchaseOption Closing Date”); provided, however, that no additional time of purchase the Option Closing Date shall not be earlier than the “time of purchase” Closing Date (as defined below) nor earlier than the second third business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercisedexercised unless the Company and you otherwise agree. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may reasonably determine to eliminate fractional shares), subject plus any additional number of Additional Shares which such Underwriter may become obligated to adjustment purchase pursuant to Section 9 hereof. As used herein “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading. The Company acknowledges and agrees that: (A) the terms of this Agreement and the offering contemplated hereby (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (B) no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters; (C) the Underwriters’ obligations to the Company in accordance respect of the offering contemplated hereby are set forth in this Agreement in their entirety; and (D) it has obtained such legal, tax, accounting and other advice as it deems appropriate with Section 8 hereofrespect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters Initial Purchasers, and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees to purchase from the Company the number Company, $125,000,000 aggregate principal amount of Firm Shares Notes in such amounts set forth opposite the name of such Underwriter Initial Purchaser in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions 97.00% of the Firm Shares as soon after principal amount thereof (the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine“purchase price”). In addition, the Company hereby grants to the several Underwriters Initial Purchasers the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Notes at the same purchase price per share to be paid by price, plus accrued interest, if any, from the Underwriters time of purchase (as hereinafter defined) to the Company for the Firm Sharesadditional time of purchase (as hereinafter defined). The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] UBS Securities LLC, on behalf of the several Underwriters Initial Purchasers, at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number initial principal amount of Additional Shares Notes as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares Notes are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than (i) the “time of purchase” purchase or (as defined belowii) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised exercised, nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number principal amount of Additional Shares Notes to be sold to each Underwriter Initial Purchaser shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares)Notes, subject to adjustment in accordance with Section 8 10 hereof.

Sale and Purchase. Upon On the basis of the representations representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themsubscribe for, all or a portion of the Additional Shares as may be necessary Option Shares, solely to cover over-allotments made in connection with the offering of the Firm Sharesallotments, at the same purchase price per share to be paid by the Underwriters Underwriter to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at Underwriter any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany (“Option Shares Notice”). Such notice The Option Shares Notice shall set forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Option Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchaseOption Closing Date”); provided, however, that no additional the Option Closing Date may be the same date and time of purchase as the Closing Date (as defined below), but shall not be earlier than the “time of purchase” (as defined below) Closing Date nor earlier than the second (2nd) business day after the date on which the Over-Allotment option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which of the Over-Allotment Option shall have been exercisedShares Notice. The number As of Additional Shares to be sold to each Underwriter shall be the number which bears Option Closing Date, the same proportion Company will issue and allot to the aggregate number of Additional Shares being purchased as Underwriter, and the Underwriter will purchase, the number of Firm Option Shares set forth opposite in the name of such Underwriter on Schedule A hereto bears to the total number of Firm Option Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofNotice.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares Securities (subject to such adjustment as the Representatives may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto at a purchase price of $ $24.2125 per ShareSecurity. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effectiveness of this Agreement as in your judgment is advisable has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Pre-Pricing Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of themthem (subject to such adjustment as the Representatives may determine to avoid fractional shares), all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesSecurities; provided that the purchase price per share for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.time

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price per share of $18.52, the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject hereto and (b) in the event and to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised by you the extent that the Underwriters intend (i) shall exercise the election to make a public offering of their respective portions of the Firm Shares purchase Optional Securities as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In additionprovided below, the Company hereby grants agrees to issue and sell to each of the several Underwriters the option (the “Over-Allotment Option”) to purchaseUnderwriters, and upon the basis each of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchaseagrees, severally and not jointly, to purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf set forth in clause (a) of this Section 1, that portion of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Optional Securities as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option election shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Additional Shares to be sold to each Underwriter shall be Optional Securities by a fraction, the number numerator of which bears is the same proportion to the aggregate maximum number of Additional Shares being purchased Optional Securities which such Underwriter is entitled to purchase as the number of Firm Shares set forth opposite the name of such Underwriter on in Schedule A hereto bears and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the total Underwriters the right to purchase at their election up to 10,350,000 Optional Securities, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Firm Shares Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (subjectas defined in Section 2 hereof) or, unless you and the Company otherwise agree in each casewriting, to earlier than two or later than ten business days after the date of such adjustment notice. As used herein “business day” shall mean a day on which the Exchange (as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofdefined below) is open for trading.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, to each Underwriter, and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by the Selling Stockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, hereto (subject to adjustment in accordance with Section 8 9 hereof) bears to the total number of Firm Shares, in each case at a purchase price of $ $18.87 per share (the “Purchase Price Per Share”). The Company is and the Selling Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholder and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Stockholder, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm SharesPurchase Price Per Share. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares). As used herein, subject to adjustment in accordance with Section 8 hereof“business day” shall mean a day on which the New York Stock Exchange is open for trading.

Sale and Purchase. Upon the basis of the warranties and representations and warranties ----------------- and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed ---------- hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $[______] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time the "Additional Time of purchase”Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier -------- ------- than the “time Time of purchase” Purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total ---------- number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.. -----------------

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees Selling Stockholders agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached heretoannexed hereto bears to the total number of Firm Shares to be sold by the Selling Stockholders, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You shall release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall -------- ------- not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth third business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthhereof, (a) the Company agrees to Partnership will issue and sell to each Purchaser on the respective Underwriters Initial Closing Date, and each of the UnderwritersPurchaser hereby agrees, severally and not jointly, agrees to purchase from the Company Partnership on the Initial Closing Date, such Purchaser’s respective Purchased Units on Initial Closing Date and a Warrant to purchase a number of Firm Shares Warrant Exercise Units, as set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ per Share. The Company is advised upon receipt by you that the Underwriters intend (i) to make a public offering of their respective portions Partnership of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable Aggregate Purchase Price on Initial Closing Date for such Purchased Units and Warrant minus such Purchaser’s Reimbursable Expenses; and (iib) initially the Partnership will issue and sell to offer each Purchaser on the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchaseSecond Closing Date, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchaseeach Purchaser hereby agrees, severally and not jointly, to purchase from the CompanyPartnership on the Second Closing Date, ratably in accordance with the such Purchaser’s respective Purchased Units on Second Closing Date and a Warrant to purchase a number of Firm Shares to be purchased Warrant Exercise Units, as set forth on Schedule B hereto, upon receipt by each of them, all or a portion the Partnership of the Additional Shares as Aggregate Purchase Price on Second Closing Date for such Purchased Units and Warrant minus such Purchaser’s Reimbursable Expenses. A Purchaser may be necessary to cover over-allotments made in connection with the offering designate an Affiliate of the Firm SharesPurchaser to acquire the Warrant otherwise issuable to such Purchaser at a Closing and such Affiliate designee shall be deemed an assignee of all of the rights and obligations of the designating Purchaser with respect to such Warrant (other than the obligation to pay the Aggregate Purchase Price, at which shall be deemed paid upon payment of the same purchase price per share to be paid Aggregate Purchase Price by the Underwriters to designating Purchaser) and shall make the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf representations and warranties of the several Underwriters at any time and from time to time on or before the thirtieth day following the date Purchaser in respect of the Prospectus Supplement hereof, by written notice to the CompanyWarrants under such Article IV. Such notice shall set forth the aggregate number Any such Affiliate designee of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase a Purchaser shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter listed on Schedule A and Schedule B hereto bears (with a notation of the Purchaser in respect of whom it is an Affiliate designee and the Warrant (and applicable Warrant Exercise Units) to the total number of Firm Shares (subject, in each case, be issued to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional sharesdesignee at a Closing), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $ Cdn $2.115 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] Wellington West Capital Markets (USA) Inc. (“Wellington”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofSupplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second third business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] Wellington may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 9 hereof.

Sale and Purchase. Upon On the basis of the representations and ----------------- warranties and subject to the other terms and conditions herein set forth, the Company and each Selling Shareholder, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by that Selling Shareholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Shareholders, in each case at a purchase price of $ $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You may release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, the Company hereby grants to the several Underwriters the an option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the several Underwriters to the Company and the Selling Shareholders for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and in whole or in part from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such Any such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “"additional time of purchase”"); provided, however, that no additional time of purchase shall be occur earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter at an additional time of purchase shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company Selling Shareholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Shareholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject or B hereto bears to adjustment in accordance with Section 8 hereof, in each case the total number of Firm Shares to be sold by the Selling Shareholder at a purchase price of $ $_____ per Share. The Company Selling Shareholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Shareholder hereby grants to the several U.S. Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the U.S. Underwriters shall have the right to purchase, severally and not jointly, from the CompanySelling Shareholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Shareholder for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the CompanySelling Shareholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.herein

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $16.1925 per Share. The Company is Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofSupplement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon Subject to such adjustments as you may ----------------- determine to avoid fractional shares, the basis of the representations and warranties and Company hereby agrees, subject to all the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to each Underwriter and, upon the respective Underwriters and each basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $_____ per Share (the "purchase price per ------------------ share"), the number of Firm Shares set forth opposite the name of such ----- Underwriter in Schedule A attached hereto, subject to adjustment annexed hereto (or such number of Firm Shares increased as set forth in accordance with Section 8 hereof, in each case at a purchase price of $ per Share). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warrants and warranties agreement of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, --------------------------- -------- ------- that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to ---------------------------- /1/ As used herein "business day" shall mean a day on which the New York Stock ------------ Exchange is open for trading. the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $10.81 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus Supplement hereof, hereof by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the such Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine solely to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $_____________ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the additional time of purchase”); providedPROVIDED, howeverHOWEVER, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $ $7.3625 per Shareshare. The Selling Stockholder and the Company is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness execution of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Selling Stockholder hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Selling Stockholder all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company Selling Stockholder for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereofthis Agreement, by written notice to the CompanySelling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second first business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 11 hereof.

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, hereto in each case at a purchase price of $ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You shall release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice from Dillxx, Xxad & Co. Inc. to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day* after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and ----------------- warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $ $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness effective date of this Agreement the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus Supplement hereof, hereof by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase”"); provided, however, that no the additional -------- ------- time of purchase shall not be earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may determine solely to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may reasonably determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject plus any additional number of Firm Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to Section 8 hereof, in each case at a purchase price of $ $24.2125 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effectiveness of this Agreement as in your judgment is advisable has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and and, upon the basis of the representations and warranties and but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you may reasonably determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus Supplement hereof, by prior written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchaseOption Closing Date”); provided, however, that no additional time of purchase the Option Closing Date shall not be earlier than the “time of purchase” Closing Date (as defined below) nor earlier than the second third business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercisedexercised unless the Company and you otherwise agree. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] you may reasonably determine to eliminate fractional shares), subject plus any additional number of Additional Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to Section 8 7 hereof. As used herein “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading.

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, each of the Company and the Selling Shareholders, severally and not jointly, agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by that Selling Shareholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Shareholders, in each case at a purchase price of $ $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You may release the Firm Shares as soon for public sale promptly after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectusbecomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, the Company hereby grants to the several Underwriters the an option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the several Underwriters to the Company and the Selling Shareholders for the Firm Shares. The Over-Allotment Option This option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and in whole or in part from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such Any such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “"additional time of purchase”"); provided, however, that no additional time of purchase shall be occur earlier than the “time of purchase” purchase (as defined below) nor earlier than the second business day day* after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter at an additional time of purchase shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to ------------------------------ * As used herein, "business day" shall mean a day on which the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereofNew York Stock Exchange is open for trading.

Sale and Purchase. Upon (a) At the basis of the representations and warranties and subject to the terms and conditions herein set forthClosing, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, Buyer hereby agrees to purchase from each Selling Equityholder, and each Selling Equityholder, hereby agrees to sell, transfer and assign to Buyer, its Blocker Interest, free and clear of any and all Liens, and Buyer hereby agrees to pay to each Selling Equityholder, or cause the Company Exchange Agent to pay, no later than the number latest of Firm Shares (i) four (4) Business Days after submission of a properly completed Payment Processing Form by a Selling Equityholder, (ii) four (4) Business Days after receipt by Buyer and the Exchange Agent from the Representatives of the Initial Merger Consideration Schedules, and (iii) four (4) Business Days after the Closing, cash (without interest) and/or shares of Parent Common Stock, as applicable, representing such Selling Equityholder’s respective portion of the Blocker Net Merger Consideration which would have represented the portion of the Preferred Unitholder Initial Merger Payment payable to the Blocker Entity under the Merger Agreement but for the transactions contemplated by this Agreement (excluding any Blocker Earnout Consideration and/or Blocker Escrow Consideration) set forth opposite the such Selling Equityholder’s name of such Underwriter in Schedule on Exhibit A attached heretohereto (which Exhibit A may be updated by the Representatives and the Blocker Entity as acceptable to Parent prior to the Closing). Buyer shall cause the Exchange Agent to deliver, subject not later than four (4) Business Days after the latest of (i) submission of a properly completed Payment Processing Form by a Selling Equityholder, (ii) receipt by Buyer and the Exchange Agent from the Representatives of the Earnout Consideration Schedules, and (iii) the date upon which the Earnout Consideration is paid to adjustment the Exchange Agent pursuant to Section 1.12(c) of the Merger Agreement, cash (without interest) and/or shares of Parent Common Stock, as applicable, representing such Selling Equityholder’s respective portion of the Blocker Earnout Consideration calculated and payable in accordance with Section 8 hereof, in each case at a purchase price of $ per Sharethis Agreement. The Company is advised by you that the Underwriters intend (i) to make a public offering Allocable Percentage of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus Supplement hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase Selling Equityholder shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite such Selling Equityholder’s name on Exhibit A attached hereto (which Exhibit A may be updated by the name of such Underwriter on Schedule A hereto bears Representatives and the Blocker Entity as acceptable to Parent prior to the total number of Firm Shares (subject, in each case, to such adjustment as [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional sharesClosing), subject to adjustment in accordance with Section 8 hereof.