Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe for, all or a portion of the Option Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option may be exercised by the Underwriter any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Notice.

Sale and Purchase. On the basis of the representations, representations and warranties and agreements herein contained, but subject to the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] sell to the respective Underwriters the Firm Shares to and each of the Underwriter, (ii) the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate of [______] Firm Shares to purchase from the Underwriter, with each Selling Shareholder selling Company the number of Firm Shares set forth opposite the name of such Selling Shareholder Underwriter on Schedule A heretoA, and (iii) the Underwriter agrees to at a purchase from the Company and the Selling Shareholders price of $_____________ per Share. You may release the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a for public offering of the Shares as soon sale promptly after this Agreement has become effective becomes effective. You may, from time to time, increase or decrease the public offering price after the initial public offering to such extent as in their judgment is advisableyou may determine. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon on the basis of the representations, representations and warranties and agreements contained herein and subject to the other terms and conditions herein set forth, the Underwriter Company grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsoverallotments made in connection with the offering of the Shares, at the same purchase price per share to be paid by the Underwriter several Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); providedPROVIDED, howeverHOWEVER, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second business day (2nd*) after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be purchased by each Underwriter shall be the tenth (10th) business day after number that bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the UnderwriterInitial Purchasers, (ii) and each of the Selling Shareholders agreeInitial Purchasers, severally and not jointly, agrees to sell an purchase from the Company, the aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number principal amount of Firm Shares Bonds set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth Initial Purchaser in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make hereto at a public offering purchase price of 97.0% of the Shares as soon after this Agreement has become effective as in their judgment is advisableprincipal amount thereof. In addition, the Company hereby grants to the Underwriter several Initial Purchasers the option to subscribe forpurchase from time to time (but not more than once), and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the other terms and conditions herein set forth, the Underwriter each Initial Purchaser shall have the right to subscribe forpurchase from time to time (but not more than once) from the Company, all or at a portion purchase price of 97.0% of the Option Sharesprincipal amount thereof, solely to cover over-allotmentsplus accrued interest, at if any, from the same time of purchase price per share to be paid by the Underwriter (as hereinafter defined) to the Company for additional time of purchase (as hereinafter defined), Additional Bonds in an aggregate principal amount proportional to the aggregate principal amount of Firm SharesBonds set forth opposite such Initial Purchaser’s name on Schedule A hereto. This option may be exercised by Banc of America Securities LLC, on behalf of the Underwriter Initial Purchasers, at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereofthe Firm Bonds are issued, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number initial principal amount of Option Shares Additional Bonds as to which the option is being exercised, and the date and time when the Option Shares Additional Bonds are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than (i) the Closing Date nor earlier than time of purchase or (ii) the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $_____________ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company ratably in accordance with the number of Firm Shares to be purchased by each of them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”additional time of purchase); providedPROVIDED, howeverHOWEVER, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthof this Agreement, (i) the Company agrees to issue and allot sell to the several Underwriters an aggregate of [_______] 4,250,000 Firm Shares to Shares, and the Underwriter, (ii) the Selling Shareholders Underwriters agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to purchase from the Underwriter, with each Selling Shareholder selling Company the respective number of Firm Shares set forth opposite the name of such Selling Shareholder their names on Schedule A hereto, and (iii) A. The pricing terms of the Underwriter agrees to purchase from the Company and the Selling Shareholders of the Firm Shares on by the several Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A B hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter Underwriters the option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, all or a portion of the Option Shares, Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter Underwriters at any time and from time to time on in whole or before the thirtieth (30th) day following the date hereof, in part by written notice from the Representative to the Company (“Option Shares Notice”)Company, which notice may be given at any time within 30 days from the date of this Agreement. The Option Shares Notice Such notice shall set forth (i) the aggregate number of Option Additional Shares as to which the option is being exercised, (ii) the names and denominations in which the date certificates will be delivered and (iii) the date, time when the Option Shares are to and place at which such certificates will be delivered (such date and time being herein referred to as date, the “Option "Additional Closing Date”" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Option Closing Date Additional Time of Purchase may be the same date and time as the Closing Date (as defined below)simultaneous with, but shall not be earlier than the Closing Date nor Time of Purchase (as defined below) and shall not be earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised two nor later than the tenth (10th) five full business day days after the date delivery of the Option such notice of exercise. If any Additional Shares Notice. As of the Option Closing Dateare to be purchased, the Company will issue each Underwriter agrees, severally and allot not jointly, to the Underwriter, and the Underwriter will purchase, purchase the number of Option Additional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in on Schedule A opposite the Option Shares Noticename of such Underwriter bears to the total number of Firm Shares. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to representations and the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an purchase from the Company the aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A heretoattached hereto in each case at a purchase price of $ per Share. The Company and the Selling Shareholders have been is advised by you that the Underwriter that they propose Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the other terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”additional time of purchase); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day [FN1] after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $20.00 per Share (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions set forth herein, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriter to the Company for Fund paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by the Underwriter Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Fund. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be paid for and delivered (such date and time being herein referred to as the “Option Additional Shares Closing DateTime”); provided, however, that the Option Additional Shares Closing Date may be the same date and time as the Closing Date (as defined below), but Time shall not be earlier than the Firm Shares Closing Date Time (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of such notice. The number of Additional Shares to be sold to each Underwriter at each Additional Shares Closing Time shall be the Option Shares Notice. As of number that bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and aggregate number of Additional Shares being purchased by the Underwriter will purchase, Underwriters at such Additional Shares Closing Time as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment to eliminate fractional shares as the Option Shares NoticeManaging Representatives may determine).

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to representations and the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an purchase from the Company the aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Underwriter in Schedule A hereto, and (iii) the Underwriter agrees to attached hereto in each case at a purchase from the Company and the Selling Shareholders price of $ per Share. You shall release the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a for public offering of the Shares as soon sale promptly after this Agreement has become effective becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as in their judgment is advisableyou may determine. In addition, the Company hereby grants to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the other terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from Dillxx, Xxad & Co. Inc. to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day* after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate purchase from the Company the respective number of [______] Firm Shares (subject to such adjustment as you may reasonably determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Underwriter, with each Selling Shareholder selling Company as the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A attached hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 8 hereof, in each case at a purchase price of $ per Share. The Company and the Selling Shareholders have been is advised by you that the Underwriter that they propose Underwriters intend to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisableadvisable upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and but subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company ratably in accordance with the number of Firm Shares to be purchased by each of them (subject to such adjustment as you may reasonably determine to avoid fractional shares), all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by prior written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be (i) earlier than the Closing Date nor Date, (ii) earlier than the second (2nd) third business day after the date on which the option for Option Shares shall have been exercised nor or (iii) later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option each case, to such adjustment as you may reasonably determine to eliminate fractional shares), plus any additional number of Additional Shares Noticewhich such Underwriter may become obligated to purchase pursuant to Section 8 hereof.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have Selling Shareholder agrees to sell to the right to subscribe for, all or a portion respective Underwriters and each of the Option SharesUnderwriters, solely severally and not jointly, agrees to cover over-allotmentspurchase from the Selling Shareholder the respective number of Secondary Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto under the heading “Number of Secondary Sales”, subject to adjustment in accordance with Section 11 hereof, in each case at the same purchase price per share Secondary Share set forth in Schedule B hereto. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, each of the Dealers agrees, severally and not jointly, to sell, or cause an affiliate to sell, to the Underwriters, the Borrowed ADSs and each of the Underwriters, severally and not jointly, agrees to purchase from the Dealers or their affiliates the respective number of Borrowed ADSs set forth opposite the name of such Underwriter in Schedule A annexed hereto under the heading “Number of Borrowed ADSs”, subject to adjustment in accordance with Section 11 hereof, at a purchase price per Borrowed ADS as set forth in Schedule B hereto. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Secondary ADSs to be paid by issued in respect of the Underwriter Secondary Shares and the Borrowed ADSs as soon after this Agreement has become effective as in your judgment is advisable and (ii) initially to offer the Company for Offered ADSs upon the Firm Sharesterms set forth in the Prospectus. This option You may be exercised by the Underwriter any time and from time to time on increase or before decrease the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day public offering price after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot initial public offering to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticesuch extent as you may determine.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Company agrees to issue and sell to the Underwriters and the Underwriters, acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective amounts set forth on Schedule A hereto at a purchase price of $9.405 per Share. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe for, purchase from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On the basis of the representations, representations and warranties and agreements herein contained, but subject to the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate purchase from the Company the respective number of [______] Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Underwriter, with each Selling Shareholder selling Company as the number of Firm Shares set forth opposite the name of such Selling Shareholder Underwriter on Schedule A heretobears to the total number of Firm Shares to be sold by the Company, and (iii) the Underwriter agrees to in each case at a purchase from the Company and the Selling Shareholders price of $____ per Share. You may release the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a for public offering of the Shares as soon sale promptly after this Agreement has become effective becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as in their judgment is advisableyou may determine. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon on the basis of the representations, representations and warranties and agreements contained herein and subject to the other terms and conditions herein set forth, the Underwriter Selling Shareholders hereby grant to the several Underwriters an option to purchase, and the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from such Selling Shareholders all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsoverallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter several Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter any time and in whole or in part from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Any such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (any such date and time being herein referred to as the “Option Closing Date”an "additional time of purchase"); provided, however, that no additional time of purchase shall occur earlier than the Option Closing Date may be the same date and time as the Closing Date of purchase (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day* after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter at an additional time of purchase shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

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

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) Underwriter and the Selling Shareholders agree, severally and not jointly, Underwriter agrees to sell an aggregate of [______] Firm Shares to purchase from the Underwriter, with each Selling Shareholder selling Company the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A heretoattached hereto at a purchase price of $3.74 per Share. The Company and the Selling Shareholders have been is advised by the Underwriter that they propose you intend (i) to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement has become effective as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriter the option (the “Over-Allotment Option”) to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe for, purchase from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Underwriter Jefferies & Company, Inc. (“Jefferies”) at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus Supplement, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and “time as the Closing Date of purchase” (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Over-Allotment Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Over-Allotment Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeshall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders Company, the Firm Shares on the pricing terms set forth in Schedule A heretoat a purchase price of $21.16 per Share. The Company and the Selling Shareholders have been Transaction Entities are advised by the Underwriter you that they propose you intend (i) to make a public offering of the Firm Shares as soon after the effective date of this Agreement has become effective as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriter the option (the “Over-Allotment Option”) to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe for, purchase from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus Supplement, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and “time as the Closing Date of purchase” (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Over-Allotment Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Over-Allotment Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeshall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) the Selling Shareholders agree, severally Underwriter and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the 782,608 Firm Shares on the pricing terms set forth in Schedule A heretoand up to 117,391 Additional Shares at a purchase price of $9.635 per Share. The Company and the Selling Shareholders have been is advised by you that the Underwriter that they propose intends (i) to make a public offering of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriter the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe forpurchase from the Company, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option may be exercised by the Underwriter Underwriter, at its sole discretion, at any time and from time to time (but not more than once) in whole or in part, on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and ----------------- warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, that the Option Closing Date may be the same date and additional -------- ------- time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On the basis of the representations, representations and warranties and agreements herein contained, but subject to the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) the Selling Shareholders agree, severally Underwriter and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and Company, the Selling Shareholders entire principal amount of Firm Securities being sold pursuant to this Agreement, at a purchase price of ____% of the principal amount thereof. You may release the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a Securities for public offering of the Shares as soon sale promptly after this Agreement has become effective becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as in their judgment is advisableyou may determine. In addition, on the basis of the representations and warranties and the other terms and conditions herein set forth, the Company hereby grants to the Underwriter the an option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe forpurchase from the Company, all or a portion of the Option Shares, solely Additional Securities as may be necessary to cover over-allotmentsoverallotments made in connection with the offering of the Firm Securities, at the same purchase price per share Additional Security to be paid by the Underwriter to the Company for the Firm SharesSecurities. This option may be exercised by the Underwriter any time and in whole or in part from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Any such notice shall set forth the aggregate number principal amount of Option Shares Additional Securities as to which the option is being exercised, and the date and time when the Option Shares Additional Securities are to be delivered (any such date and time being herein referred to as the “Option Closing Date”an "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that no additional time of purchase shall occur earlier than the Option Closing Date may be the same date and time as the Closing Date of purchase (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) third business day* after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeexercised.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the UnderwriterInitial Purchasers, (ii) and each of the Selling Shareholders agreeInitial Purchasers, severally and not jointly, agrees to sell an purchase from the Company, the aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number principal amount of Firm Shares Notes set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth Initial Purchaser in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make hereto at a public offering purchase price of 97.75% of the Shares principal amount thereof, plus accrued interest, if any, from November 16, 2004 to the time of purchase (as soon after this Agreement has become effective as in their judgment is advisablehereinafter defined). In addition, the Company hereby grants to the Underwriter Initial Purchasers the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the other terms and conditions herein set forth, the Underwriter each Initial Purchaser shall have the right to subscribe forpurchase from the Company, all or at a portion purchase price of 97.75% of the Option Sharesprincipal amount thereof, solely to cover over-allotmentsplus accrued interest, at if any, from the same time of purchase price per share to be paid by the Underwriter (as hereinafter defined) to the Company for additional time of purchase (as hereinafter defined), Additional Notes in an aggregate principal amount proportional to the aggregate principal amount of Firm SharesNotes set forth opposite such Initial Purchaser’s name on Schedule A hereto. This option may be exercised by the Underwriter Initial Purchasers at any time prior to the time of purchase and from time to only once thereafter at any time on or before the thirtieth (30th) day following the date hereofthe Firm Notes are issued, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number initial principal amount of Option Shares Additional Notes as to which the option is being exercised, and the date and time when the Option Shares Additional Notes are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than (i) the Closing Date nor earlier than time of purchase or (ii) the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Noticeoption shall have been exercised. As of used herein, “business day” shall mean a day on which the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares NoticeNew York Stock Exchange is open for trading.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Initial Purchasers and each of the Selling Shareholders agreeInitial Purchasers, severally and not jointly, agrees to sell an purchase from the Company the aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number principal amount of Firm Shares Notes set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth Initial Purchaser in Schedule A attached hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose , subject to make adjustment in accordance with Section 9 hereof, in each case at a public offering purchase price of 96.6% of the Shares as soon after this Agreement has become effective as in their judgment is advisableprincipal amount thereof. In addition, the Company hereby grants to the Underwriter several Initial Purchasers the option (the “Over-Allotment Option”) to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Initial Purchasers shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the aggregate principal amount of Firm Notes to be purchased by each of them, all or a portion of the Option Shares, solely Additional Notes as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Notes, at the same a purchase price per share to be paid by of 96.6% of the Underwriter to the Company for the Firm Sharesprincipal amount thereof. This option The Over-Allotment Option may be exercised by UBS Securities LLC (“UBS”) on behalf of the Underwriter several Initial Purchasers at any time and from time to time on or before the thirtieth (30th) day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number principal amount of Option Shares Additional Notes as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Option Shares Additional Notes are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and “time as the Closing Date of purchase” (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Over-Allotment Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option shall have been exercised. The principal amount of Additional Notes to be sold to each Initial Purchaser shall be the Option Shares Notice. As of principal amount which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and aggregate principal amount of Additional Notes being purchased as the Underwriter will purchase, the number principal amount of Option Shares Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the aggregate principal amount of Firm Notes, subject to adjustment in the Option Shares Noticeaccordance with Section 9 hereof.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE A attached hereto in each case at a purchase price of $_____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”Additional Time of Purchase); providedPROVIDED, howeverHOWEVER, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on SCHEDULE A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On the basis of the representations, warranties and agreements herein containedagreements, but and subject to the terms and conditions herein set forthforth in this Agreement, (i) the Company agrees to issue and allot an aggregate of [_______] sell the Firm Shares to the UnderwriterUnderwriters, (ii) and the Selling Shareholders Underwriters agree, severally and not jointly, to sell an aggregate subscribe for the Firm Shares, at a subscription price of [______] Firm Shares to $6.439 per share (the Underwriter“Purchase Price”), with each Selling Shareholder selling the number of Firm Shares in such amounts as are set forth opposite the name names of such Selling Shareholder Underwriters on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Underwriters have advised Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter Underwriters the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein agreements, and subject to the terms and conditions herein set forthforth in this Agreement, the Underwriter Underwriters shall have the right to subscribe for, all or a portion of the Option Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm SharesPurchase Price. This option may be exercised by the Underwriter Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered issued, which shall not be earlier than the Closing Date or the second (2nd) business day after the date of the Option Shares Notice, nor later than the tenth (10th) business day after the date of the Option Shares Notice (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot sell to the UnderwriterUnderwriters, and the Underwriter Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice. On the Option Closing Date, each Underwriter agrees, severally and not jointly, to subscribe for the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be subscribed for on the Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein ----------------- representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $[ ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsover- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”additional time of purchase); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in 2 Schedule A attached hereto in each case at a purchase price of $______ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. It is further understood that UBSW will act as, and has authority to act as, the representative for the Underwriters in the offering and sale of the Shares in accordance with a master agreement among Underwriters entered into by you and the several Underwriters. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsover- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”additional time of purchase); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) Underwriter the Selling Shareholders agree, severally Initial Securities and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make Initial Securities at a public offering purchase price of the Shares as soon after this Agreement has become effective as in their judgment is advisable$1.269 per unit. In addition, the Company hereby grants to the Underwriter the option (the “Option to subscribe forPurchase Additional Securities”) to purchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe for, purchase from the Company all or a portion of the Option Shares, solely Additional Shares and/or Additional Warrants as may be necessary to cover over-allotments, if any, made in connection with the offering of the Initial Securities, (i) at the same purchase a price per share Additional Share equal to be paid by the Underwriter $1.2596 and (ii) at a price per Additional Warrant equal to the Company for the Firm Shares$0.0094. This option The Option to Purchase Additional Securities may be exercised by the Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereofof this Agreement, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares and/or Additional Warrants as to which the option Option to Purchase Additional Securities is being exercised, exercised and the date and time when the Option Additional Shares and/or Additional Warrants are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and “time as the Closing Date of purchase” (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Option Shares to Purchase Additional Securities shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares NoticePurchase Additional Securities shall have been exercised.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthof this Agreement, (i) the Company agrees to issue and allot an aggregate of [_______] sell the Firm Shares Units to the UnderwriterUnderwriters, (ii) and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on Units, subject to adjustment in accordance with Section 9(b) hereof. The pricing terms of the purchase of the Firm Units by the Underwriters and the pricing terms of the offering of the Firm Units to the public are as set forth in Schedule A II hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter Underwriters the option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase from the Company, all or a portion of the Option Shares, Additional Units as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Units, at the same purchase price per share unit to be paid by the Underwriter Underwriters to the Company for the Firm SharesUnits. This option may be exercised by the Underwriter Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Underwriters to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Shares Additional Units as to which the option is being exercised, and the date and time when the Option Shares Additional Units are to be delivered (such date and time being herein referred to as date, the “Option Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Company agrees to issue and sell to the Underwriters and the Underwriters, acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective amounts set forth on Schedule A hereto at a purchase price of $5.376 per Share. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe for, purchase from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsthe sale of more than 24,000,000 Common Shares made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of option shall have been exercised; provided, further, that if the Option Closing Date, the Company will issue and allot option shall have been exercised prior to the Underwriter, and the Underwriter will time of purchase, the number additional time of Option Shares set forth in purchase shall be the Option Shares Noticetime of purchase unless otherwise agreed to by the Representatives and the Company.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $9.975 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the execution of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine in a manner consistent with applicable law, rules and regulations. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you once on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriterrespective Underwriters, (ii) and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate of [______] Firm Shares to purchase from the UnderwriterCompany, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of U.S. $o per Share for Shares initially offered in the United States and Cdn$o per Share for Shares initially offered in Canada. The Company and the Selling Shareholders have been is advised by you that the Underwriter that they propose Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectuses. You may from time to time, after the Shares have initially been offered to the public, increase or decrease the public offering price to such extent as you may determine. In addition, the Company hereby grants to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS Securities") on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Each such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Notice.Additional

Sale and Purchase. On the basis Quantity—Except as provided in Section 3.2 below: Seller shall make available to Buyer for purchase all of the representationsLFG that Seller extracts from the Landfill. It is the mutual expectation of Seller and Buyer that the Landfill will generate, warranties and agreements herein containedSeller will make available to Buyer, those quantities of Landfill Gas as described in Exhibit B attached hereto and incorporated herein. Seller agrees to deliver and sell to Buyer and Buyer agrees to accept and purchase from Seller all of its LFG up to those quantities shown in Exhibit B, available for use by Buyer in Buyer’s Facility, starting on the date that LFG is first delivered by Seller to the Delivery Point. Buyer will not be obligated to pay Seller for any LFG requirements until the date that Seller begins providing delivery of LFG to the Delivery Point. Any LFG produced by the Seller in excess of the quantities shown in Exhibit B will be made available for purchase by Buyer, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe for, all or a portion of the Option Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option may be exercised by the Underwriter any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Buyer shall not be earlier than required to purchase such gas. Buyer shall notify Seller for the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor subsequent quarter in writing no later than the tenth (10th) business first day after the date of the Option Shares Notice. As preceding quarter during the term of this Agreement whether it intends to accept LFG in excess of the Option Closing Dateamounts shown in Exhibit B and the amount it would accept if available for the succeeding quarter (for purposes of clarity, Buyer shall give notice by January 1 for each quarter beginning April 1 of that calendar year, by April 1 for the quarter starting July 1 of that calendar year, by July 1 for each quarter starting October 1 of that calendar year, and by October 1 for each quarter starting January 1 of the following calendar year). Notwithstanding the twelve (12)-month moratorium identified in Section 5.1, should Buyer fail to accept excess LFG for three consecutive quarters, Seller shall no longer be required to make such excess production available to Buyer as provided for herein. Once notice is given as set forth above, the Company will issue election shall be binding upon both Buyer and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares NoticeSeller.

Sale and Purchase. On Upon the basis of the representations, representations and ----------------- warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, -------- ------- that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, Additional Shares solely to cover for the purpose of covering over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); providedPROVIDED, howeverHOWEVER, that the Option Closing Date additional time of purchase (which may be the same date and time as the Closing Date (as defined below), but of purchase) shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate of [______] Firm Shares to purchase from the Underwriter, with each Selling Shareholder selling Company the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $7.285 per Share. The Company and the Selling Shareholders have been is advised by you that the Underwriter that they propose Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriter UBS the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter UBS shall have the right to subscribe for, purchase from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter UBS at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and ----------------- warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”"additional time of purchase"); provided, however, -------- ------- that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day/1/ after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of the Option Shares Noticeexercised. As of the Option Closing Date, the Company will issue and allot Subject to the Underwriterterms and conditions hereof, and if the option is exercised, each Underwriter will purchaseagrees, severally but not jointly, to purchase the number of Option Additional Shares that bears the same proportion to the aggregate number of Additional Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $10.81 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option such Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders Company, the Firm Shares on the pricing terms set forth in Schedule A heretoat a purchase price of $33.98 per Share. The Company and the Selling Shareholders have been Transaction Entities are advised by the Underwriter you that they propose you intend (i) to make a public offering of the Firm Shares as soon after the effective date of this Agreement has become effective as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriter the option (the “Option”) to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe for, purchase from the Company all or a portion of the Option Additional Shares, solely to cover over-allotments, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option The Option may be exercised by the Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus Supplement, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option Option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and “time as the Closing Date of purchase” (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeshall have been exercised.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $20.00 per Share (the “Purchase Price”). The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the Effective Time as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions set forth herein, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price Purchase Price less an amount per share Share equal to be paid any dividends or distributions declared by the Underwriter to the Company for Fund paid and payable on the Firm Shares, but not payable on the Additional Shares. This option may be exercised by the Underwriter Managing Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Fund. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be paid for and delivered (such date and time being herein referred to as the “Option Additional Shares Closing DateTime”); provided, however, that the Option Additional Shares Closing Date may be the same date and time as the Closing Date (as defined below), but Time shall not be earlier than the Firm Shares Closing Date Time (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor no later than the tenth (10th) business day after the date of such notice. The number of Additional Shares to be sold to each Underwriter at each Additional Shares Closing Time shall be the Option Shares Notice. As of number that bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and aggregate number of Additional Shares being purchased by the Underwriter will purchase, Underwriters at such Additional Shares Closing Time as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment to eliminate fractional shares as the Option Shares NoticeManaging Representatives may determine).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate of [______] Firm Shares to purchase from the Underwriter, with each Selling Shareholder selling Company the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A attached hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose , subject to make adjustment in accordance with Section 9 hereof, in each case at a public offering purchase price of the Shares as soon after this Agreement has become effective as in their judgment is advisable$9.78875 per Share. In addition, the Company hereby grants to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereofof the Prospectus, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date nor time of purchase (as defined below) nor, following the time of purchase, earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 9 hereof.

Sale and Purchase. On Upon the basis of the representations, warranties and agreements herein contained, but subject to representations and the other terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an purchase from the Company the aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A heretoattached hereto in each case at a purchase price of $ per Share. The Company and the Selling Shareholders have been is advised by you that the Underwriter that they propose Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the other terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”additional time of purchase); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2ndbusiness day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $17.719 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by UBS Securities LLC (“UBS”) on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option such Additional Shares are to be delivered (any such date and time being herein referred to as the an “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto (subject to adjustment in accordance with Section 8 hereof) bears to the Option total number of Firm Shares Notice(subject, in each case, to such adjustment as UBS may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate of [______] Firm Shares to purchase from the Underwriter, with each Selling Shareholder selling Company the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A attached hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose , subject to make adjustment in accordance with Section 9 hereof, in each case at a public offering purchase price of the Shares as soon after this Agreement has become effective as in their judgment is advisable$11.41225 per Share. In addition, the Company hereby grants to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereofof the Prospectus, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date nor time of purchase (as defined below) nor, following the time of purchase, earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 9 hereof.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto, in each case at a purchase price of $9.40 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company all or a portion of the Option Shares, Additional Shares solely to cover for the purpose of covering over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date additional time of purchase (which may be the same date and time as the Closing Date (as defined below), but of purchase) shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day1 after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine solely to eliminate fractional shares).

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter, (ii) respective Underwriters and each of the Selling Shareholders agreeUnderwriters, severally and not jointly, agrees to sell an aggregate purchase from the Company the respective number of [______] Firm Shares (subject to such adjustment as UBS Securities LLC ("UBS") may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Underwriter, with each Selling Shareholder selling Company as the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A annexed hereto, subject to adjustment in accordance with Section 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[__] per Share. The Company and the Selling Shareholders have been is advised by you that the Underwriter that they propose Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become the effective date of the Registration Statement as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the Underwriter several Underwriters the option (the "Over-Allotment Option") to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option The Over-Allotment Option may be exercised by UBS on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereofof the Prospectus, by written notice to the Company (“Option Shares Notice”)at the address provided in Section 12 hereof. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (any such date and time being herein referred to as the “Option Closing Date”an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the Option Closing Date may be the same date and "time as the Closing Date of purchase" (as defined below), but shall not be earlier than the Closing Date ) nor earlier than the second (2nd) business day after the date on which the option for Over-Allotment Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 9 hereof. Upon any exercise of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchaseOver-Allotment Option, the number of Option Additional Shares set forth in to be purchased from the Option Shares NoticeCompany shall be subject to such adjustment as UBS may determine solely to eliminate fractional shares.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the Underwriter and the Underwriter, (ii) agrees to purchase from the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling Company the number of Firm Shares set forth opposite the name of such Selling Shareholder on the Underwriter in Schedule A hereto, and (iii) the Underwriter agrees subject to adjustment in accordance herewith, in each case at a purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A heretoprice of $15.189 per Share. The Company and the Selling Shareholders have been is advised by the Underwriter that they propose the Underwriter intends (i) to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement has become effective as in their the Underwriter’s judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriter may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriter may determine. In addition, the Company hereby grants to the Underwriter the option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to subscribe for, purchase from the Company all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares. This option may be exercised by the Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing DateAdditional Time of Purchase”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but Additional Time of Purchase shall not be earlier than the Closing Date Time of Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date of on which the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares Noticeoption shall have been exercised.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agree, severally and not jointly, to sell an aggregate of [______] Firm Shares to the Underwriter, with each Selling Shareholder selling the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company and the Selling Shareholders have been advised by the Underwriter that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. In addition, the Company hereby grants to the Underwriter the option to subscribe for, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A annexed hereto in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter to the Company Underwriters for the Firm Shares. This option may be exercised by you on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) 30th day following the date hereof, hereof by written notice to the Company (“Option Shares Notice”)Company. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, exercised and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”additional time of purchase); providedPROVIDED, howeverHOWEVER, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2ndbusiness day(1) after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option for Option Shares shall have been exercised nor later than exercised. The number of Additional Shares to be sold to each Underwriter shall be the tenth (10th) business day after number which bears the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in the Option Shares Noticeeach case, to such adjustment as you may determine to eliminate fractional shares.

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthof this Agreement, (i) the Company agrees to issue and allot an aggregate of [_______] Firm Shares sell to the UnderwriterUnderwriters the Firm Shares, (ii) and each of the Selling Shareholders agreeUnderwriters agrees, severally and not jointly, to sell an aggregate of [______] Firm Shares to purchase from the Underwriter, with each Selling Shareholder selling Company the number of Firm Shares set forth opposite the name of such Selling Shareholder Underwriter on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A hereto. The Company pricing terms of the purchase of the Firm Shares by the Underwriters and the Selling Shareholders have been advised by pricing terms of the Underwriter that they propose to make a public offering of the Firm Shares to the public are as soon after this Agreement has become effective as in their judgment is advisableset forth on Schedule B hereto. In addition, the Company hereby grants to the Underwriter Underwriters the option to subscribe forpurchase, and upon the basis of the representations, warranties and agreements contained herein representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase from the Company, all or a portion of the Option Shares, Additional Shares as may be necessary solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriter Representatives, on behalf of the Underwriters, at any time and from time to time on in whole or before the thirtieth (30th) day following the date hereof, in part by written notice from the Representatives to the Company (“Option Shares Notice”)Company, which notice may be given at any time within 30 days from the date of this Agreement. The Option Shares Notice Such notice shall set forth (i) the aggregate number of Option Additional Shares as to which the option is being exercised, (ii) the names and denominations in which the date Additional Shares will be delivered and (iii) the date, time when the Option and place at which such Additional Shares are to will be delivered (such date and time being herein referred to as date, the “Option Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Option Closing Date Additional Time of Purchase may be the same date and time as the Closing Date (as defined below)simultaneous with, but shall not be earlier than the Closing Date nor Time of Purchase (as defined below) and shall not be earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised two nor later than the tenth (10th) five full business day days after the date delivery of such notice of exercise. The Representatives, on behalf of the Option Shares Notice. As Underwriters, may cancel the option at any time prior to its expiration by giving written notice of the Option Closing Date, the Company will issue and allot such cancellation to the Underwriter, and the Underwriter will purchase, the number of Option Shares set forth in the Option Shares NoticeCompany.

Sale and Purchase. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and allot an aggregate each of [_______] Firm Shares to the Underwriter, (ii) the Selling Shareholders agreeStockholders, severally and not jointly, agrees to sell an aggregate to the respective Underwriters and each of [______] the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to the Underwriter, with each be sold by such Selling Shareholder selling Stockholders as the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule A hereto, and (iii) the Underwriter agrees to purchase from the Company and the Selling Shareholders the Firm Shares on the pricing terms set forth in Schedule A attached hereto, subject to adjustment in accordance with Section 10 hereof, in each case at a purchase price of $[ ] per Share. The Company and the each Selling Shareholders have been Stockholder is advised by you that the Underwriter that they propose Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after this Agreement has become effective the date hereof as in their your judgment is advisableadvisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial offering of the Firm Shares to such extent as you may determine. In addition, the Company hereby grants Selling Stockholders listed on Schedule B hereto hereby, severally and not jointly, grant to the Underwriter several Underwriters the option to subscribe forpurchase, and upon the basis of the representations, representations and warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right to subscribe forpurchase, severally and not jointly, from the Selling Stockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Option Shares, solely Additional Shares as may be necessary to cover over-allotmentsallotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company Selling Stockholders listed on Schedule B hereto for the Firm Shares. This option may be exercised by UBS Securities LLC (“UBS”) on behalf of the Underwriter several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (“Option Shares Notice”)Selling Stockholders listed on Schedule B hereto. The Option Shares Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Dateadditional time of purchase”); provided, however, that the Option Closing Date may be the same date and additional time as the Closing Date (as defined below), but of purchase shall not be earlier than the Closing Date time of purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the Option Shares Notice. As of number which bears the Option Closing Date, the Company will issue and allot same proportion to the Underwriter, and the Underwriter will purchase, aggregate number of Additional Shares being purchased as the number of Option Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to powers of attorney (each, a “Power of Attorney”), which shall be satisfactory to counsel for the Option Underwriters, granted by each Selling Stockholder other than Xxxx Capital Partners, L.P. and PB Capital Partners, L.P. (together, the “Xxxx Selling Stockholders”), Xxxxxx Band, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxx will act as representatives of the Selling Stockholders. Subject to the terms of the Powers of Attorney, the foregoing representatives (the “Representatives of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares Noticeto be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.