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

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder grants to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Stock to be delivered on any Delivery Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 4,000,000 shares of the Firm Underwritten Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Underwritten Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to 600,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Underwritten Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representative may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Underwritten Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of Underwriter bears to the total Option Shares offered by such Selling Stockholder. The respective purchase obligations number of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsshares of Underwritten Stock. The price of both the Firm Underwritten Stock and any Option Stock purchased by the Underwriters shall be $[ ] 4.37 per share; provided that the purchase price per share of Option Stock shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Stock but not payable on the Option Stock. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Underwritten Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 2,000,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder set forth opposite that Underwriter’s name in Schedule Schedules 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 825,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ [___] per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Shareholder agrees to sell 6,250,000 9,171,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the UnderwritersUnderwriters agree, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto, plus any additional shares of Stock which such Underwriter may become obligated to purchase pursuant to the provisions of Section 12 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Selling Stockholder Shareholder grants to the Underwriters an option to purchase up to 1,375,650 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Shares in the offering and as set forth in Section 5 hereof. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of Underwriter bears to the total Option Shares offered by such Selling Stockholder. The respective purchase obligations number of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsshares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[ ] 20.3905 per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties agreements contained in, and subject to the terms and conditions of, this Agreement, each of the Company agrees Selling Shareholders agrees, severally and not jointly, to sell 6,250,000 the number of shares of the Firm Stock set forth opposite the name of such Selling Shareholder in Schedule 3 hereto to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Xxxxxx may determine. In addition, each the Selling Stockholder grants Shareholders, severally and not jointly, grant to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its the name of such Selling Shareholder in Schedule 2 3 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Xxxxxx so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to the Underwriters of both the Firm Stock and any Option Stock shall be $[ ] 15.716 per share. The Company’s sale of the Firm Stock and the No Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholder shall be obligated to deliver any of the Stock to be delivered by such Selling Shareholder on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock of such Selling Shareholder to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 3,325,000 shares of the Firm Stock, and each Selling Stockholder, severally and not jointly, hereby agrees to sell the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional sharesshares or lots of less than 100 share amounts, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 1,100,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 53.075 per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and each Selling Stockholder hereby agrees to sell 6,250,000 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold by the Company, and each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto, represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each the Company and certain of the Selling Stockholder grants Stockholders grant to the Underwriters an option to purchase the number of up to 1,350,000 shares of Option Stock as set forth opposite its name in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] ? per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 3,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 450,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 2 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 23.75 per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 7,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Selling Stockholder grants Stockholders have granted to the Underwriters an option to purchase the number of up to 1,050,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsmultiples. The price of both the Firm Stock and any Option Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [ ] shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to [ ] shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 32,250,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Selling Stockholder grants Stockholders grant to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its such Selling Stockholder's name in Schedule 2 1 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so such that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] $ per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Shareholder hereby agrees to sell 6,250,000 the number of shares of the Firm Stock set forth opposite its name on Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each the Selling Stockholder grants Shareholders grant to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its such Selling Shareholder’s name on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option Stock set forth opposite the name of such Selling Shareholder on Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the No Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholder shall be obligated to deliver any of the Stock to be delivered by it on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 1,500,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set forth opposite his name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Company and the Selling Stockholder grants Stockholders grant to the Underwriters an option to purchase the number of up to 450,000 shares of Option Stock. The first 300,000 shares of the Option Stock set forth opposite its name in Schedule 2 heretoshall come from the Selling Stockholders and the next 150,000 shares of the Option Stock shall come from the Company. Such option is options are granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] $ per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein. 4.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 1,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 225,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling StockholderUnderwriters. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 33.54 per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 6,500,000 shares of the Firm Stock and the Selling Stockholders hereby agree to sell 10,267,169 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase the number of up to 2,325,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoshares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 43.48 per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees each Seller agrees, severally and not jointly, to sell 6,250,000 to the several Underwriters the respective number of shares of the Firm Stock to the several Underwritersset forth in Schedule 2 hereto opposite its name, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by the Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite its name in Schedule 2 heretohereto opposite its name. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 28.80 per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Sellers shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 5,000,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite such Selling Stockholder's name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 809,557 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to the Underwriters of both the Firm Stock and any Option Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell 6,250,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder grants to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. The respective Each Underwriter agrees, severally and not jointly, to purchase obligations the number of shares of Firm Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite such Underwriter’s name in Schedule I hereto. In addition, each Underwriter with respect Selling Stockholder agrees, severally and not jointly, as and to the Option Stock shall be adjusted by extent indicated in Schedule II hereto, to sell the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all Underwriters, on the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, shall have the Companyoption to purchase, severally and not jointly, from each Selling Stockholder the Option Stock. If any Option Stock is to be purchased, the number of Option Stock to be purchased by each Underwriter shall be the number of Option Stock which bears the same ratio to the aggregate number of Option Stock being purchased as the number of Firm Stock set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in section 11 hereof) bears to the aggregate number of Firm Stock being purchased from the Selling Stockholders (subject to such adjustments to eliminate fractional shares as the Representatives may determine). Any such election to purchase Option Stock shall be made in proportion to the maximum number of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto. The purchase price payable by the Underwriters for the Firm Stock is $[•] per share and the Underwriters, being collectively referred purchase price payable by the Underwriters for any Option Stock is the price paid for the Firm Stock less an amount per share equal to as the “Transactions.” Neither any dividends or distributions declared by the Company nor any of and payable on the Firm Stock but not payable on the Option Stock. The Selling Stockholders shall be are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 shares of the Firm Stock and each of the Selling Stockholders agrees to sell the number of shares of the Firm Stock listed beside its name on Schedule 2 hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Company and the Selling Stockholder grants Stockholders listed on Schedule 3 hereto grant to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its name in their names on Schedule 2 hereto3. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Company and the Selling Stockholders listed on a pro rata basis, based Schedule 3 on the proportion of the total Option Shares offered by such Selling Stockholderbasis set forth on Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] $ . per share. The Company’s and the Selling Stockholders’ sale of the Firm Stock and the Company’s and certain of the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Stock to be delivered on any Delivery Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Shareholder hereby agrees to sell 6,250,000 the number of shares of the Firm Stock set forth opposite its name on Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each the Selling Stockholder grants Shareholders grant to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its such Selling Shareholder’s name in on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option Stock set forth opposite the respective names of such Selling Shareholders on Schedules 2A and 2B hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name respective names of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 17.765 per share. The Company’s sale of the Firm Stock and the No Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholder shall be obligated to deliver any of the Stock to be delivered by it on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 3,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 450,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 2 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained inherein, and subject to the terms and conditions of, of this Agreement, the Company agrees to sell 6,250,000 1,800,000 shares of the Firm Stock Shares and the Selling Stockholder hereby agrees to sell 200,000 shares of the Firm Shares to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock Shares set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 300,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoShares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock Shares and is exercisable as provided in Section 5 hereof. Shares of Option Stock Shares shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock Shares other than in 100 share amounts. The price of both the Firm Stock Shares and any Option Stock Shares shall be $[ ] 14.50 per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Stockholder shall not be obligated to deliver any of the Stock Shares to be delivered on any the First Delivery DateDate or the Option Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock Shares to be purchased on such Delivery Date (as hereinafter defined) as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [3,500,000] shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to [750,000] shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $$ [ ] per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [ ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to [ ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of Underwriter bears to the total Option Shares offered by such Selling Stockholder. The respective purchase obligations number of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsshares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[ ] per share. The Company’s sale ; provided that the purchase price per share of Option Stock shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock and but not payable on the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Stock. The Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 _______ shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to _______ shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 . shares of the Firm Stock and each Selling Stockholder agrees to sell the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto under the heading "Number of Shares of Firm Stock", severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder Option Stockholder, severally and not jointly, grants to the Underwriters an option to purchase the up to that number of shares of Option Stock set forth opposite its such Option Stockholder's name in on Schedule 2 heretohereto under the heading "Number of Shares of Option Stock". Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [ l ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. 1 To be revised if determined that no directed shares will be offered outside the United States. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to [ l ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock shall be is $[ l ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 4,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase purchase, in whole or in part, the number of shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be [$[ ____] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to sell and deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon purchase of and payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 5,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 750,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] ____ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [ ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to [ ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of Underwriter bears to the total Option Shares offered by such Selling Stockholder. The respective purchase obligations number of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsshares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 500,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 296,408 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [—] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to [—] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of for both the Firm Stock and any Option Stock shall be is $[ [—] per share. The Company’s sale , less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock and the Selling Stockholders’ sale of any but not payable on such Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Stock. The Company nor any of the Selling Stockholders shall be is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 3,750,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite its/his/her name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Selling Stockholder grants Stockholders collectively grant to the Underwriters an option to purchase the number of up to 862,500 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. If less than all of the shares of Option Stock are purchased by the Underwriters, then all purchases of shares of Option Stock from the Selling Stockholders shall be made in proportion to, but not greater than, the number of shares of Option Stock set forth opposite the names of such Selling Stockholders in Schedule 2 hereto. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name names of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. Upon exercise of the option by the Underwriters, the Selling Stockholders agree to sell to the Underwriters the number of shares of Option Stock set forth in the notice delivered pursuant to Section 5 hereof. The price of both the Firm Stock and any Option Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Stock to be delivered on any Delivery Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, of this Agreement, the Company agrees to issue and sell 6,250,000 1,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The price to be paid by the Underwriters shall be $______ per share. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 225,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 100-share amountsquantities. The price of both the Firm Stock and any Option Stock shall be $[ ] ____ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [ ] shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to [_____] shares of Option Stock and the Selling Stockholders grant to the Underwriters an option to purchase up to [ ] shares of Option Stock, each Selling Stockholder selling up to the amount set forth opposite its such Selling Stockholders name in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsincrements. The Company agrees, in the event of a default or a failure on the part of the Selling Stockholders to deliver any or all of the shares of Option Stock, in addition to any other remedies which may be available to the Underwriters under this Agreement, to issue and sell to the Underwriters, subject to the terms and conditions of this Agreement, a number of shares of Option Stock up to the total amount of the shares of Option Stock set forth in this Section 3. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 an aggregate of 5,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $5.17, the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option the right to purchase the number of purchase, at their election, up to 740,000 shares of Option Stock Stock, at the purchase price set forth opposite its name in Schedule 2 hereto. Such option is granted the immediately preceding paragraph, for the sole purpose of covering over-allotments in the sale of the Firm Stock and is exercisable as provided in Section 5 hereofStock. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated Underwriters' right to purchase Option Stock other than in 100 share amounts. The price of both may be exercised by the Firm Stock and any Representative delivering written notice thereof to the Company (the "Option Stock shall be $[ ] per share. The Company’s sale Notice"), given within a period of thirty (30) days following the Firm Stock and date of this Agreement, setting forth the Selling Stockholders’ sale number of any shares of Option Stock to the Underwriters be purchased and the related transactions between or among any or all ofdate and time at which such shares are to be delivered, as determined by the Company, Representative but in no event earlier than the Selling Stockholders First Delivery Date (as defined below) nor earlier than the second business day after the date of the Option Stock Notice nor later than the fifth business day following such date. The date and time at which the Underwriters, being collectively shares of Option Stock are delivered are sometimes referred to as the “Transactions.” Neither "Second Delivery Date" and the First Delivery Date and the Second Delivery Date are sometimes each referred to as a "Delivery Date". The Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered to any Underwriter on any the First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the such Stock to be purchased by such Underwriter on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 6,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 heretoI hereto at a purchase price of $[ ] per share (the “Purchase Price”); provided, however, that any shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto to be sold to certain existing stockholders of the Company listed in Schedule VI hereto and/or their affiliated entities shall be purchased by the Underwriters at a purchase price of $[ ] per share (i.e., the price to the public as set forth on the cover page of the Prospectus). The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to 900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for at the purpose Purchase Price (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of Underwriter bears to the total Option Shares offered by such Selling Stockholdernumber of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, (i) the Company agrees to sell 6,250,000 17,500,000 shares of the Firm Stock, (ii) each Selling Stockholder hereby agrees, severally and not jointly, to sell the number of shares of Firm Stock set forth opposite its name on Schedule 2 hereto to the several Underwriters, and (iii) each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 3,268,110 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule Schedules 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 4,500,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company, and by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to 675,000 shares of Option Stock and the Selling Stockholders severally, and not jointly, grant to the Underwriters an option to purchase up to 225,000 shares of Option Stock. The Option Stock to be sold by each such Selling Stockholder hereunder shall be equal to the number of shares of Option Stock set forth opposite its each such Selling Stockholder's name in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 6,250,000 the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, certain of the Selling Stockholder grants Stockholders grant to the Underwriters an option to purchase the number of up to 930,278 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 6.01 per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees and the Selling Shareholders, severally and not jointly, agree to sell 6,250,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 768,750 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If Each Underwriter shall be obligated to purchase from the over-allotment option is less than fully exercised, the Underwriters will purchase Company that number of shares from each of the Selling Stockholders on a pro rata basis, based on Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Shares offered Stock to be purchased by such Selling Stockholderall of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ [__] per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 the Company Firm Stock, and each Selling Stockholder hereby agrees to sell the number of shares of the Selling Stockholder Firm Stock set forth opposite its name in schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Selling Stockholder grants Stockholders grant to the Underwriters an option to purchase the number of up to 2,205,883 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 6,250,000 the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder grants on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, Lehman Brothers Merchant Banking Xxxxxxrs II L.P. and certain of its affiliates grant to the Underwriters an option to purchase the number of up to 750,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] 25.37375 per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 2,843,374 shares of the Firm Stock and each Selling Shareholder hereby agrees to sell the number of shares of the Firm Stock set opposite the name of such Selling Shareholder in Schedule 2 hereto, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 637,500 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] ________ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 6,125,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set forth opposite its/his name in Schedule 3 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Company and the Selling Stockholder grants Stockholders grant to the Underwriters an option to purchase the number of up to 1,087,500 shares of Option Stock Stock. Of the 1,087,500 shares of Option Stock, 720,295 shall be sold by the Company and 367,205 shall be sold by the Selling Stockholders (in the respective amounts set forth opposite its name the Selling Stockholders' names in Schedule 2 3 hereto). Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 and 2 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 30,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to 4,575,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of Underwriter bears to the total Option Shares offered by such Selling Stockholder. The respective purchase obligations number of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsshares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[ ] · per share. The Company’s sale In addition, the Company will pay a financial advisory fee equal, in the aggregate, to 0.75% of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any initial public offering price of the Selling Stockholders Stock solely to Xxxxxx Brothers Inc. and UBS Securities LLC (50% of which fee shall be payable to Xxxxxx Brothers Inc. and 50% of which fee shall be payable to UBS Securities LLC). The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 8,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 1,200,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] ________ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 6,250,000 shares of the Firm Stock to the several Underwriters, Underwriters 12,250,000 shares of Firm Stock; and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder Company also grants to the Underwriters an option to purchase the number of up to 1,975,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock when granted shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule Schedules 1 and 2 hereto. If In addition, on the over-allotment option is less than fully exercisedbasis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Underwriters will purchase Selling Shareholder agrees to sell 4,250,000 shares from of Firm Stock; and each of the Underwriters, severally agrees to purchase from the Selling Stockholders on a pro rata basis, based on Shareholder the proportion number of shares of Firm Stock set forth opposite that Underwriter's name in Schedule 1 and 2. The shares of Firm Stock will be in the form of the total delivery of shares of Class A Common Stock, par value $.01 per share, of the Company, which will upon sale to the Underwriters automatically convert into Common Stock. In addition, the Selling Shareholder grants to the Underwriters an option to purchase up to 500,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock when granted shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedules 1 and 2 hereto. The shares of Option Stock will be in the form of the delivery of shares of Class A Common Stock, par value $.01 per share, of the Company which will upon sale to the Underwriters automatically convert into Common Stock. Shares of Option Stock shall be sold severally from the Company and the Selling Shareholders in proportion to the number of shares of Option Stock offered by such the Company and the Selling StockholderShareholder. The In every case, the respective purchase obligations of each Underwriter with respect to the Firm Stock or Option Stock Stock, as applicable, shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholder shall be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 the Company Firm Stock, and each Selling Stockholder hereby agrees to sell the number of shares of the Selling Stockholder Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each the Option Selling Stockholder grants Stockholders and the Company, severally and not jointly, grant to the Underwriters an option to purchase the number of Option Stock, as follows: (i) the Option Selling Stockholders hereby grant the Underwriters an option to purchase the first 1,066,427 shares of Option Stock set forth opposite its name to be sold to the Underwriters and (ii) the Company hereby grants the Underwriters an option to purchase up to 58,573 shares of Option Stock to be sold to the Underwriters if the Underwriters exercise their option to purchase in Schedule 2 heretoexcess of 1,066,427 shares of Option Stock. Such option is options are granted for the purpose of covering over-allotments in the sale of Firm Stock and is are exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] $ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Stockholder shall be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 6,250,000 8,500,000 shares of the Firm Stock to the several Underwriters, and each . Each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Except as otherwise provided in this Section 2, the agreement of each Underwriter is to purchase only the respective number of shares of the Stock specified in Schedule 1. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 1,275,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option all Stock shall be $[ ] _____ per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [ ] shares of the Company Firm Stock and each Selling Shareholder hereby agrees to sell the number of shares of Selling Shareholder Firm Stock set forth opposite its name on Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, each certain Selling Stockholder grants Shareholders grant to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its such Selling Shareholder’s name on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option Stock set forth opposite the name of such Selling Shareholder on Schedule 2 hereto. Such option is granted for the purpose of covering over-over- allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders Shareholders shall be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 [ ] shares of the Firm Stock, and each Selling Stockholder hereby agrees, severally and not jointly with the Company or any other Selling Stockholder, to sell the number of shares of Firm Stock set forth opposite the name of such Selling Stockholder in Schedule 2 hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase the number of up to 750,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 100-share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock Company and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 6,250,000 [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Class A Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock set forth opposite its name in Schedule 2 hereto. Such option is granted for (subject to such adjustments to eliminate fractional shares as the purpose Representatives may determine) that bears the same proportion to the total number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares shares of Option Stock shall to be purchased severally for the account of the Underwriters in proportion to sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. If the over-allotment option is less than fully exercised, The purchase price payable by the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both for the Firm Stock and any Option Stock shall be is $[ [●] per share. The Company’s sale of purchase price payable by the Firm Stock and the Selling Stockholders’ sale of Underwriters for any Option Stock is equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock, but not payable on the Option Stock. The purchase price payable by the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively is referred to herein as the “TransactionsPurchase Price.” Neither the The Company nor any of the Selling Stockholders shall be is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,250,000 15,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule Schedules 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the U.S. Underwriters an option to purchase the number of up to 2,250,000 shares of Option Stock set forth opposite its name in Schedule 2 heretoStock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the U.S. Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such U.S. Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by such Selling Stockholder. The respective purchase obligations of each U.S. Underwriter with respect to the Option Stock shall be adjusted by the U.S. Representatives so that no U.S. Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[ ] per share. The Company’s sale of the Firm Stock and the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery DateDate (as hereinafter defined), except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.