10,000,000 SHARES OF THERMON GROUP HOLDINGS, INC. COMMON STOCK Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2012 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • New York
Certain stockholders of Thermon Group Holdings, Inc., a Delaware corporation (the “Company”) named in Schedule 2 attached hereto (the “Selling Stockholders”), propose, severally and not jointly, to sell an aggregate of 10,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 1,500,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 2011 by and between Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus
This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of April 1, 2011, between Jay Peterson (“Executive”) and Thermon Holding Corp., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 12th, 2019 • Thermon Group Holdings, Inc. • Electrical industrial apparatus
This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of January 14, 2019, between Thomas Cerovski (“Executive”) and Thermon Holding Corp., a Delaware corporation (the “Company”).
Thermon Group Holdings, Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 27th, 2021 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the Thermon Group Holdings, Inc. 2020 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the shares of the Company’s common stock, par value $0.001 per share (“Stock”), in the amount set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan. For purposes of this Agreement, “Company Group” shall mean the Company and any Subsidiary thereof, collectively and individually. Capitalized terms not defined herein shall have the meanings specified in the Plan.
RTSR Performance Unit Award AgreementRTSR Performance Unit Award Agreement • August 5th, 2021 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the Thermon Group Holdings, Inc. 2020 Long-Term Incentive Plan (the “Plan”), a performance unit award (the “Award”) with respect to the shares of the Company’s common stock, par value $0.001 per share (“Stock”), for the number of Target Units set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan. For purposes of this Agreement, “Company Group” shall mean the Company and any Subsidiary thereof, collectively and individually. Capitalized terms not defined herein shall have the meanings specified in the Plan.
TRANSITION AND CONSULTING AGREEMENT AND GENERAL RELEASETransition and Consulting Agreement and General Release • February 3rd, 2022 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Texas
This Transition and Consulting Agreement and General Release and Exhibits (collectively, the “Agreement”) is entered into on this 25th day of January 2022, by and between Thermon Group Holdings, Inc., a Delaware corporation, and René van der Salm (“Executive”). The Company and Executive desire to set forth in this Agreement all matters relating to the transition period and termination of Executive’s employment as the Company’s Senior Vice President, Global Operations, and the terms of Executive’s consulting arrangement with the Company thereafter. Unless the context indicates otherwise, the term “Company” means and includes Thermon Group Holdings, Inc. its successors, assigns, parents, subsidiaries, divisions and/or affiliates (whether incorporated or unincorporated), all of its related entities, and all of the past and present directors, officers, trustees, agents and employees of each.
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTThird Amended and Restated Employment Agreement • April 28th, 2015 • Thermon Group Holdings, Inc. • Electrical industrial apparatus
This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of April 27, 2015, between Rodney Bingham (“Executive”) and Thermon Holding Corp., a Delaware corporation (the “Company”).
EBITDA Performance Unit Award AgreementEbitda Performance Unit Award Agreement • August 5th, 2021 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the Thermon Group Holdings, Inc. 2020 Long-Term Incentive Plan (the “Plan”), a performance unit award (the “Award”) with respect to the shares of the Company’s common stock, par value $0.001 per share (“Stock”), for the number of Target Units set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan. For purposes of this Agreement, “Company Group” shall mean the Company and any Subsidiary thereof, collectively and individually. Capitalized terms not defined herein shall have the meanings specified in the Plan.
AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITYHOLDER AGREEMENTSecurityholder Agreement • April 1st, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SECURITYHOLDER AGREEMENT (this “Amendment”) is made as of , 2011, among Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), CHS Private Equity V LP, a Delaware limited partnership (the “Fund”), CHS Associates V, a Delaware general partnership (“CHS Associates V”), Thompson Street Capital Partners II, L.P., a Delaware limited partnership (“TSCP”), Crown Investment Series LLC—Series 4, a Delaware series limited liability company (“Crown”), and Star Investment Series LLC—Series 1, a Delaware series limited liability company (“Star”, and together with TSCP and Crown, the “Co-Investors”).
AMENDMENT NO. 2 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT AND AMENDMENT NO. 1 TO THE CANADIAN GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • March 9th, 2023 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • New York
This Amendment No. 2 to Credit Agreement, Amendment No. 1 to the Guarantee and Collateral Agreement and Amendment No. 1 to the Canadian Guarantee and Collateral Agreement (collectively, this “Amendment”), dated as of March 7, 2023, is by and among Thermon Group Holdings, Inc., a Delaware corporation (“Holdings”), Thermon Holding Corp., a Delaware corporation (the “U.S. Borrower”), Thermon Canada Inc., an Alberta corporation (the “Canadian Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the Lenders party hereto.
Thermon Group Holdings, Inc. Stock Option AgreementStock Option Agreement • August 6th, 2020 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual (“Optionee”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Option Date”), pursuant to the provisions of the Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan (the “Plan”), an option to purchase from the Company the number and class of shares of stock set forth in the Award Notice at the price per share set forth in the Award Notice (the “Exercise Price”) (the “Option”), upon and subject to the terms and conditions set forth below, in the Award Notice and in the Plan. For purposes of this Agreement, “Company Group” shall mean the Company and any Subsidiary thereof, collectively and individually. Capitalized terms not defined herein shall have the meanings specified in the Plan.
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 13th, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Illinois
THIS CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 12, 2011 by and among THERMON INDUSTRIES, INC., a Delaware corporation (the “US Borrower”), THERMON CANADA INC., a Nova Scotia company (the “Canadian Borrower”; and, together with the US Borrower, each a “Borrower” and collectively, the “Borrowers”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as US Agent and as a Lender, GE CANADA FINANCING HOLDING COMPANY, as Canadian Agent (together with US Agent, each an “Agent” and collectively, the “Agents”) and as a Lender, and the other LENDERS signatory hereto.
TERMINATION AGREEMENT (Management Services Agreement)Termination Agreement • April 1st, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
This Termination Agreement (this “Termination Agreement”) is made as of [ ], 2011, among Thermon Industries, Inc., a Texas corporation, (the “Company”), CHS Management V LP, a Delaware limited partnership (“CHS V”), Thompson Street Capital Manager LLC, a Delaware limited liability company (“TSCP”), Crown Investment Series LLC — Series 4, a Delaware series limited liability company (“Crown”), and Star Investment Series LLC — Series 1, a Delaware series limited liability company (“Star” and, together with CHS V, TSCP and Crown, the “Advisors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Management Agreement (defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 16th, 2014 • Thermon Group Holdings, Inc. • Electrical industrial apparatus
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment"), dated effective as of June 11, 2014, is made and entered into by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and each individually, a “Borrower”), the other undersigned Credit Parties (as defined in the Credit Agreement), JPMorgan Chase Bank, N.A., a national banking association, as US Agent, US Swingline Lender, a US L/C Issuer and a US Lender (as each is defined in the Credit Agreement), JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, Canadian Swingline Lender, a Canadian L/C Issuer and a Canadian Lender (as each is defined in the Credit Agreement), and all other undersigned Lenders (as defined in the Credit Agreement).
TRANSACTION BONUS AGREEMENTTransaction Bonus Agreement • February 2nd, 2011 • Thermon Group Holdings, Inc.
Thermon Holdings, LLC (‘Parent’) has entered into a Stock Purchase Agreement (the ‘Purchase Agreement’) whereby Thermon Holding Corp. (‘Thermon’) will be sold to a subsidiary of Thermon Group Holdings, Inc., an affiliate of Code Hennessey & Simmons, LLC (‘CHS’). CHS is a leading global private equity investment firm. Pursuant to the terms of the Purchase Agreement, Thermon Group Holdings, Inc. will become the ultimate parent company of Thermon and its subsidiaries (the ‘Transaction’). The Transaction is scheduled to close on or around April 30, 2010 (the ‘Closing’).
THERMON GROUP HOLDINGS, INC. AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • November 4th, 2014 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Effective as of <<GRANT DATE>>, Thermon Group Holdings, Inc., a Delaware corporation (the “Company”) hereby grants a performance unit award with a grant date fair value of $$<<GRANT DATE FAIR VALUE>> (the “Award”) to <<FIRST NAME>> <<LAST NAME>> (the “Holder”), with the value set forth in this sentence being the “Target Award.” The number of performance units subject to the Target Award shall be determined by dividing the Target Award by the fair market value per performance unit as reported to the Company by a third party valuation firm after completing a Monte Carlo valuation simulation. Performance units are notional units of measurement denominated in shares of the Company’s Common Stock, par value $0.001 per share (“Stock”) (i.e., one performance unit is equivalent in value to one share of Stock). The actual number of shares of Stock which may be earned in settlement of this performance unit award is dependent upon the satisfaction of the conditions set forth herein.
THERMON GROUP HOLDINGS, INC. AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLAN RTSR PERFORMANCE UNIT AWARD AGREEMENTRTSR Performance Unit Award Agreement • May 31st, 2016 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Effective as of [GRANTDATE] (the “Grant Date”), Thermon Group Holdings, Inc., a Delaware corporation (the “Company”) hereby grants a performance unit award with a grant date fair value of $[GDFV] (the “Award”) to [FIRSTNAME] [LASTNAME] (the “Holder”), with the value set forth in this sentence being the “Target Award.”
THIS AGREEMENT made effective as of the 3rd day of October, 2017. BETWEEN:Agreement • October 10th, 2017 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Alberta
2071827 ALBERTA LTD., a body corporate duly incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as the "Purchaser")
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 10th, 2017 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Alberta
NOW THEREFORE, in consideration of the respective covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
AMENDMENT NO. 1 TO THE MANAGER EQUITY AGREEMENTManager Equity Agreement • April 13th, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) TO THE MANAGER EQUITY AGREEMENT (the “Agreement”) is made as of , 2011, among the individual listed on the signature page hereto, a resident of the State listed below such individual’s signature (“Manager”), Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), and CHS Private Equity V LP, a Delaware limited partnership (the “Fund”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2015 • Thermon Group Holdings, Inc. • Electrical industrial apparatus
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment"), dated effective as of August 26, 2015 (the “Effective Date”), is made and entered into by and among THERMON INDUSTRIES, INC., a Texas corporation (the “US Borrower”), Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and each individually, a “Borrower”), the other undersigned Credit Parties (as defined in the Credit Agreement), JPMORGAN CHASE BANK, N.A., a national banking association, as US Agent, US Swingline Lender, a US L/C Issuer and a US Lender (as each is defined in the Credit Agreement), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, Canadian Swingline Lender, a Canadian L/C Issuer and a Canadian Lender (as each is defined in the Credit Agreement), and all other undersigned Lenders (as defined in the Credit Agreement).
AMENDMENT NO. 1 TO THE MANAGER EQUITY AGREEMENTManager Equity Agreement • April 1st, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus
THIS AMENDMENT NO. 1 (this “Amendment”) TO THE MANAGER EQUITY AGREEMENT (the “Agreement”) is made as of , 2011, among the individual listed on the signature page hereto, a resident of the State listed below such individual’s signature (“Manager”), Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), and CHS Private Equity V LP, a Delaware limited partnership (the “Fund”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • January 7th, 2019 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Texas
The Corporation wishes to retain the Contractor to provide certain independent advisory and consulting Services (as hereinafter defined) to the Corporation to assist in a transition period, and the Contractor agrees to provide such Services, all in accordance with the terms and conditions of this Independent Contractor Agreement (hereinafter the "Agreement").
CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • March 14th, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus
This CONFIDENTIAL EMPLOYMENT AGREEMENT (“Agreement”) is effective as of July 31, 2010, between Jay Peterson (“Executive”) and Thermon Holding Corp., a Delaware corporation (the “Company”).
GUARANTEE AND SECURITY AGREEMENT Dated as of August 7, 2012 among THERMON CANADA INC. and Each Other Grantor From Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian AgentGuarantee and Security Agreement • June 10th, 2013 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Ontario
GUARANTEE AND SECURITY AGREEMENT, dated as of August 7, 2012, by and among Thermon Canada Inc., a Nova Scotia limited company (the “Canadian Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Canadian Borrower, the “Grantors”), in favour of JPMorgan Chase Bank, N.A., Toronto Branch (“Chase Canada”), as Canadian administrative agent (in such capacity, together with its successors and permitted assigns, the “Canadian Agent”) for the Canadian Lenders, the Canadian L/C Issuers and each other Canadian Secured Party (each as defined in the Credit Agreement referred to below).
GUARANTY AND SECURITY AGREEMENT Dated as of August 7, 2012 among THERMON INDUSTRIES, INC., and Each Other Grantor From Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as US AgentGuaranty and Security Agreement • June 10th, 2013 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Texas
GUARANTY AND SECURITY AGREEMENT, dated as of August 7, 2012, by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (collectively with the US Borrower, the “Grantors”), in favor of JPMorgan Chase Bank, N.A. (“Chase”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “US Agent”) for the US Lenders, the US L/C Issuers and each other US Secured Party (each as defined in the Credit Agreement referred to below).
ROIC Performance Unit Award AgreementRoic Performance Unit Award Agreement • May 25th, 2023 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the Thermon Group Holdings, Inc. 2020 Long-Term Incentive Plan (the “Plan”), a performance unit award (the “Award”) with respect to the shares of the Company’s common stock, par value $0.001 per share (“Stock”), for the number of Target Units set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan. For purposes of this Agreement, “Company Group” shall mean the Company and any Subsidiary thereof, collectively and individually. Capitalized terms not defined herein shall have the meanings specified in the Plan.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 3rd, 2022 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • New York
This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into as of November 19, 2021 by and among Thermon Holding Corp., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), and JPMorgan Chase Bank, N.A., individually (“JPMorgan”) and as administrative agent (the “Administrative Agent”).
MANAGER EQUITY AGREEMENTManager Equity Agreement • February 2nd, 2011 • Thermon Group Holdings, Inc. • Delaware
THIS MANAGER EQUITY AGREEMENT (“Agreement”) is made as of April 30, 2010, among the individual listed on the signature page hereto, a resident of the State listed below such individual’s signature (“Manager”), Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), and CHS Private Equity V LP, a Delaware limited partnership (the “Fund”).
AMENDED AND RESTATED CREDIT AGREEMENT among THERMON GROUP HOLDINGS, INC., THERMON HOLDING CORP., as U.S. Borrower, THERMON CANADA INC., as Canadian Borrower, The Several Lenders from Time to Time Parties Hereto, BMO Capital markets corp., as...Credit Agreement • September 30th, 2021 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • New York
Performance Unit Award AgreementPerformance Unit Award Agreement • August 6th, 2020 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • Delaware
Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the Amended and Restated Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan (the “Plan”), a performance unit award (the “Award”) with respect to the shares of the Company’s common stock, par value $0.001 per share (“Stock”), calculated pursuant to the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan. For purposes of this Agreement, “Company Group” shall mean the Company and any Subsidiary thereof, collectively and individually. Capitalized terms not defined herein shall have the meanings specified in the Plan.
THERMON GROUP HOLDINGS, INC. COMMON STOCK Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2011 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • New York
Thermon Group Holdings, Inc., a Delaware corporation (the “Company”) and certain stockholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”), propose, severally and not jointly, to sell an aggregate of 10,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Of the 10,000,000 shares of the Firm Stock, 4,000,000 are being sold by the Company and 6,000,000 by the Selling Stockholders. In addition, the Company and certain of the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 1,500,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Com
