Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Shares set forth in Schedule III opposite the name of such Selling Stockholder bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [·] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional SharesPrice as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of the each of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, ; (2ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i), (ii) or (2iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, (3) announce the offering board of shares directors of the Company shall not, without the prior written consent of each of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock or (4pursuant to Section 3.1(a) file or cause to be filed any registration statement with of the Commission relating Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in Stockholders Agreement (the preceding paragraph shall not apply to (a) the Shares to be sold hereunder“Stockholders Agreement”), (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding during such 90-day period; provided, however, that commencing on the date hereof, or grants 46th day of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitationsuch 90-day period, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company board of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants directors of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), includingmay approve, without limitationthe prior written consent of each of ▇▇▇▇▇▇▇, the Company’s Amended Sachs & Co. and Restated Stock Incentive PlanUBS Securities LLC, or (d) the filing such transfers requested by the Company of a registration statement with the Commission on Form S-8 relating any shareholder party to the offering of securities in accordance with the terms of Stockholders Agreement that (1) is not a plan in effect on the date hereof Selling Shareholder and described in the Time of Sale Prospectus(2) is a natural person or a trust, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.as follows:

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 a price per share of $______ (the “Purchase Price”"PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 405,000 Additional Shares from the Company at the Purchase Price; provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company purpose of covering over-allotments made in connection with a record date for payment that is after the Closing Date and payable on offering of the Firm Shares but not payable on such Additional Shares. You The Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part on one occasion only, by giving written notice not later than thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such shares are to notice shall be purchased. Each purchase date must be at least one (1) a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Shares nor Closing Date (as hereinafter defined), (ii) no later than ten (10) business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased from the Company as the number of Additional Firm Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I bears to the total number of Additional Firm Shares. The Company hereby agrees thatand the Company shall, without concurrently with the prior written consent execution of this Agreement, deliver an agreement executed by (i) each of the ▇▇▇▇▇▇▇▇▇ LLC on behalf directors and officers of the UnderwritersCompany; (ii) each stockholder listed on Annex I hereto, it will notpursuant to which each such person agrees, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Class A Common Stock or any shares of the Company's Class B Common Stock (the Class A Common Stock and the Class B Common Stock shall hereinafter be collectively referred to as the "COMMON STOCK") or any securities convertible into or exercisable or exchangeable for shares of the Common Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any shares of the Common Stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ ▇▇▇urities Corporation. The restrictions contained in Notwithstanding the preceding paragraph shall not apply to foregoing, during such period (ai) the Shares Company may grant stock options pursuant to be sold hereunder, the Company's existing stock option plan; (bii) the issuance by the Company of may issue shares of its Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof; and (iii) shares of the Common Stock may be pledged as security for obligations of the holders thereof; provided, or grants of stock options, restricted stock or restricted stock units in accordance with that the pledgees also agree to be bound by the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants conditions of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planpreceding sentence.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) the number respective numbers of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its name at $______ a share (the name of such Underwriter"PURCHASE PRICE"); provided, that Directed Shares sold by the Underwriters to Participants shall be purchased from the Company at a purchase price equal to the Public Offering Price (as defined in Section 3 below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 345,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per ______ a share (the “Purchase Price”"PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 ___________ Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC and UBS Warburg on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, (3) announce the offering board of shares directors of the Company shall not, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and UBS Warburg on behalf of the Underwriters, approve any transfer of Common Stock or as a "Conversion Transfer" (4as defined in the Company's certificate of incorporation) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockduring such 180-day period. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, or grants (C) the issuance by the Company of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, options under the Company’s Amended 's stock option plan, and Restated Stock Incentive Plan, or (D) the issuance by the Company of shares of Common Stock upon in connection with any acquisitions, mergers or strategic investments that the exercise thereofCompany enters into, (c) except as contemplated by clause (b) above, subject to the issuance requirement that parties receiving shares of Common Stock in such transactions agree to be bound by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants same restrictions as those set forth in the preceding paragraph for the remainder of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan180-day period.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, Company hereby agrees to issue and the Selling Stockholders hereby agree to sell an aggregate of [ ] Firm Shares to the several Underwriters, severally and not jointly, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at a purchase price of $9.50 [______] per share Share (the “Purchase Pricepurchase price per Share”) ), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right for 30 days from the date of the Prospectus to purchasepurchase from the Company up to [_______] Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased by the Underwriter as the number of Additional Firm Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I hereto bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planbut no more than once.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, solely on behalf of itself, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to subscribe for and purchase from the Company and Selling Stockholders such Seller at $9.50 per [•] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to subscribe for and purchase, severally and not jointly, up to 1,275,000 [•] Additional Shares at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be subscribed for and purchased by the Underwriters and the date on which such shares are to be subscribed for and purchased. Each subscription/purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be subscribed for and purchased as provided in Section 5 hereof at solely for the option purpose of covering over allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be subscribed for and purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to subscribe for and purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold subscribed for and purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders (i) at $9.50 US$[ ● ] per share ADS (the “Purchase Price”Public Offering Price (as defined below)) the number of Firm Shares ADSs set forth in the column “Number of Firm Public Offering Price ADSs to be Purchased” in Schedule I hereto (subject to such adjustments to eliminate fractional shares as you the Representatives may determine), and (ii) at US$[ ● ] per ADS (representing an underwriting discount of 2.5% from the Public Offering Price (as defined below)) the number of Firm ADSs set forth in the column “Number of Firm Underwriting Discount ADSs to be Purchased” in Schedule I hereto opposite (subject to such adjustments to eliminate fractional shares as the name of such UnderwriterRepresentatives may determine). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company hereby agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [ ● ] Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount US$[ ● ] per share equal ADS with respect to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on 90% of such Additional SharesADSs and at US$[ ● ] per ADS with respect to 10% of such Additional ADSs. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) five business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm ADSs.

Agreements to Sell and Purchase. The Company and the Selling Stockholders Taurus hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders Taurus at $9.50 per [______] a share (the “Purchase Price”"PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Taurus agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a right to purchase, severally and not jointly, up to 1,275,000 2,000,000 Additional Shares at the Purchase Price; provided. If you, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Stockholder in whole or in part from time to time in part by giving written notice writing not later than 30 3 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such noticeas defined below). Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Each of the Company and the Selling Stockholder hereby agrees that, without the prior written consent of the Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated and J.P. ▇▇▇▇▇▇ LLC ▇▇▇urities Inc. on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.such

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per $ a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, that without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC RBC on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (4) make any public announcement of any intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, provided that such option, warrant or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described security is identified in the Time of Sale Prospectus and the Prospectus, (or any document incorporated by reference therein), including, without limitation, c) the Company’s Amended and Restated Stock Incentive Plan, grant of options or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Time of Sale Prospectus (provided that, prior to such issuance, to the extent that any such shares or any document incorporated by reference thereinsuch options will become vested during the Restricted Period, the Company shall cause each recipient of such grant or issuance to execute and deliver a “lock-up” agreement substantially in the form of Exhibit A hereto), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating in respect of any shares issued under or the grant of any award pursuant to the offering of securities in accordance with the terms of a an employee benefit plan in effect on the date hereof and described in the Time of Sale ProspectusProspectus or (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock in connection with any (i) mergers, including(ii) acquisition of securities, without limitationbusinesses, property or other assets, (iii) joint ventures, (iv) strategic alliances, (v) partnerships with experts or other talent to develop or provide content, (vi) equipment leasing arrangements or (vii) debt financing; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 5% of the total number of shares of the Company’s Amended Common Stock issued and Restated outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of shares of Common Stock Incentive Planor securities convertible into or exercisable for Common Stock pursuant to this clause (e) shall execute a lock-up agreement substantially in the form of Exhibit A hereto. If RBC, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 5(g) hereof by a release or waiver substantially in the form of Exhibit B-1 hereto for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B-2 hereto through a major news service at least two business days before the effective date of the release or waiver. The Company further agrees that it will not release any security holder from, or waive any provision of, any lock-up or similar agreement between the Company and any security holder without the prior written consent of the RBC.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per ______ a share (the “Purchase Price”"PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell and certain Selling Stockholders Shareholders named in Schedule III hereto severally agree to sell to the Underwriters the Additional Shares, of which ___________ shares are to be issued and sold by the Company and _________ shares are to be sold by such Selling Shareholders, each such Selling Shareholder selling the amount set forth opposite such Selling Shareholder's name in Schedule III hereto, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 1,275,000 _______________ Additional Shares at the Purchase Price; provided. If you, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or in part from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (1as defined below) business day after the written notice is given and may but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of the Morg▇▇ ▇▇▇▇▇▇n▇▇▇ LLC & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the sale of any Shares to the Underwriters to be sold hereunder, (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, hereof of which the Underwriters have been advised in writing or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or C) transactions by any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by person other than the Company of relating to shares of Common Stock upon or other securities acquired in open market transactions after the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants completion of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms Shares. In addition, each Selling Shareholder, agrees that, without the prior written consent of a plan in effect Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date hereof and described in of the Time of Sale Prospectus, includingmake any demand for, without limitationor exercise any right with respect to, the Company’s Amended and Restated registration of any shares of Common Stock Incentive Planor any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [______] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On Upon the basis of the representations and warranties contained in herein contained, but subject to the conditions hereinafter stated, each Selling Shareholder severally and not jointly agrees to sell to the several Underwriters the Additional Shares to be sold by such Selling Shareholder according to the terms of this Agreement, and subject to its terms and conditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the several Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 1,350,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without If the prior written consent number of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract Additional Shares to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned be purchased by the Company (several Underwriters on the Option Closing Date is less than the number of Additional Shares being offered by the Selling Shareholders as such term is used in Rule 13d-3 set forth on Schedule I hereto, the number of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Additional Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon Selling Shareholders shall be allocated among the exercise of an option or warrant or the conversion of Selling Shareholders on a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units pro rata basis in accordance with the terms respective number of a plan in effect Additional Shares being offered by each Selling Shareholder as set forth on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein)Schedule I hereto, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of subject to such adjustments to eliminate fractional shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planyou may determine.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell [ ] Firm Shares to the Underwriters and (ii) the Selling Stockholders hereby agree to sell an aggregate [ ] Firm Shares to the several Underwriters, severally and not jointlyeach Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto, and each Underwriter, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders at a purchase price of $9.50 [ ] per share Share (the “Purchase Pricepurchase price per Share”) ), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right for 30 days from the date of the Prospectus to purchasepurchase from the Company up to [ ] Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased by the Underwriters as the number of Additional Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I hereto bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planbut no more than once.

Agreements to Sell and Purchase. The Company and the each Selling Stockholders Shareholder, severally and not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointlyUnderwriters the number of Firm ADSs set forth opposite its name in Schedule I hereto, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and each Selling Stockholders Shareholder, at $9.50 per ______ a share (the “Purchase Price”) ), the number of Firm Shares (subject ADSs that bears the same proportion to such adjustments the number of Firm ADSs to eliminate fractional shares be sold by the Company and the Selling Shareholder as you may determine) the number of Firm ADSs set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders Shareholders, severally and not jointly, hereby agree to sell to the Underwriters the maximum number of Additional SharesADSs set forth opposite its name in Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [·] Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares . No dividends shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares ADSs but not payable on such Additional SharesADSs. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. To the extent that the Representatives exercise this right on behalf of the Underwriters from time to time in part, each Selling Shareholder and the Underwriters agree that the number of Additional ADS to be sold by such Selling Shareholder on each day, if any, that Additional ADSs are to be purchased (an “Option Closing Date”) shall be in the same proportion as the number of Firm ADSs to be sold by such Selling Shareholder as set forth opposite its name in Schedule I hereto bears to the total number of Firm ADSs (subject to such adjustments to eliminate fractional shares as the Representatives may determine). Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) business days after the date of such notice. Additional Shares ADSs may be purchased as provided in this Section 5 3 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm ADSs. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm ADSs.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and such Selling Stockholders Stockholder at $9.50 per ______ a share (the “"Purchase Price”") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the each Selling Stockholders agree Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 1,275,000 the number of Additional Shares set forth opposite such Selling Stockholder's name on Schedule I hereto at the Purchase Price; provided. If you, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify each Selling Stockholder in whole or writing at least three business days in part from time to time in part by giving written notice advance of the Option Closing Date and not later than 30 days after the date of this Agreement. Any exercise , which notice shall be irrevocable and shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (1as defined below) business day after the written notice is given and may but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, in the same proportion as the number of Firm Shares purchased by that Underwriter from such Selling Stockholder bears to the total number of Firm Shares purchased by that Underwriter, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Each of the Company and France Telecom, severally and not jointly, and Deutsche Telekom AG and DT Holdings, jointly with respect to each other and severally with respect to the Company and France Telecom, hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and UBS Warburg LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any series of FON Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for shares of any series of FON Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the FON Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of FON Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company transaction pursuant to plans described in the Time of Sale Prospectus (any employee or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a director benefit plan in effect on the date hereof and described of the Prospectus or the registration of any such transaction, (C) issuances of FON Common Stock pursuant to any dividend reinvestment plan in effect on the Time date of Sale the Prospectus, including(D) issuances of FON Common Stock pursuant to the Company rights plan in effect on the date of the Prospectus, without limitation(E) issuances of FON Common Stock or securities convertible into or exchangeable for FON Common Stock in connection with acquisitions, or mergers or in connection with strategic or other significant investments, provided that in each case set forth in this clause (E) the recipient of such FON Common Stock or securities convertible into or exchangeable for FON Common Stock agrees to be bound for any remaining portion of such 90 day period on the above terms (except that recipients of FON Common Stock or securities convertible into or exchangeable for FON Common Stock in connection with the acquisition by the Company of a company whose shares are publicly traded need not so agree) or (F) transfers by either Selling Stockholder of Common Stock to one or a limited number of special purpose vehicles or other financial intermediaries or financial institutions pursuant to Section 5(a)(ii)(B) of the Offering Process Agreement among France Telecom, Deutsche Telekom AG, DT Holdings and the Company’s Amended and Restated Stock Incentive Plan, dated as of February 20, 2001, provided any such entity agrees to be bound for any remaining portion of such 90 day period on the above terms.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I hereto at $9.50 US$[●] per share Ordinary Share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [●] Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representative may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) business days after the date of such notice. Additional Shares ADSs may be purchased as provided solely for the purpose of covering over-allotments made in Section 5 hereof at connection with the option offering of the UnderwritersFirm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you the Representative may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm ADSs.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [—] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Participating Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [—] Additional Shares from the Participating Selling Stockholders, in the respective amounts as set forth in Schedule I hereto, at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Firm Shares. On each Option Closing Date, each Participating Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters, the respective number of Additional SharesShares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, (a) the numerator of which is the number of Shares set forth next to each Participating Selling Stockholder’s name under “Number of Additional Shares to be Sold” on Schedule I hereto and (b) the denominator of which is the maximum number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by the Participating Selling Stockholders. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance of any option or security issuable under the Company’s 2000 Stock Plan, 2010 Stock Incentive Plan or 2010 Employee Stock Purchase Plan (collectively, the “Restricted PeriodEquity Plans”) or the filing of a registration statement on Form S-8 with respect to the Equity Plans or (d) the issuance, sale or entry into an agreement to issue or sell shares of common stock in connection with a strategic transaction, including the Company’s acquisition of one or more businesses, products or technology (by means of stock or asset purchase, merger or otherwise); provided the aggregate number of shares the Company may issue pursuant to this subsection (d) shall not exceed 10% of the total number of shares of Common Stock on the completion of the transactions contemplated by this Agreement and provided that any recipient or outstanding shares issued pursuant to this subsection (d) shall execute a lock-up agreement, in substantially the form of Exhibit A hereto. The Company also agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, release any holder of Company securities from the transfer restrictions contained in any agreement to which the Company is a party with respect to any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such holder or any other securities so owned convertible into or exercisable or exchangeable for Common Stock. Each of the Significant Selling Stockholders hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) by it or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph sentence shall not apply to (a) the Shares to be sold hereunder, (b) transactions by a Significant Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the issuance completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (c) transfers by the Company a Significant Selling Stockholder of shares of Common Stock upon the exercise of an option or warrant or the conversion of any security convertible into Common Stock as a security outstanding on the date hereofbona fide gift, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of (d) distributions by a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company Significant Selling Stockholder of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, any security convertible into Common Stock to employeesaffiliates, officerssubsidiaries, directorslimited partners, advisors general partners, members or consultants stockholders of the Company pursuant to plans described in the Time Significant Selling Stockholder, (e) transfers of Sale Prospectus (shares of Common Stock or any document incorporated security convertible into or exchangeable for Common Stock by reference therein), including, without limitationwill or intestate succession to the undersigned’s immediate family or to a trust, the Companybeneficiaries of which are exclusively the Significant Selling Stockholder or members of the Significant Selling Stockholder’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.immediate family; provided that

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [ ] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [ ] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The number of Additional Shares to be purchased from each Selling Shareholder, by the Underwriters, collectively, shall equal the number of Additional Shares to be purchased from Selling Shareholders collectively multiplied by the fraction obtained by dividing the number of Additional Shares to be sold by such Selling Shareholder, as indicated on Schedule I hereto, by the total number of Additional Shares, as indicated on Schedule I hereto (subject to such adjustments to eliminate fractional shares as you may determine). The number of such Additional Shares to be sold by each Selling Shareholder and purchased by each Underwriter from each Selling Shareholder shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Shares to be sold by such Selling Shareholder as the number of Additional Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Additional Shares set forth in Schedule II hereto. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments, if any, made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional SharesShares set forth in Schedule II hereto. The Company hereby agrees that, without the prior written consent of the each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇▇▇▇ , Sachs & Co., UBS Securities LLC and Barclays Capital Inc. (the “Representatives”) on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Class A Common Stock, Stock or any membership interests of the LLC or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A Common StockStock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or membership interests of the LLC, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A Common Stock Stock, membership interests in the LLC or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common StockStock or any membership interests in the LLC. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Class A Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, or grants (c) the issuance by the Company of stock optionsoptions to purchase shares of Class A Common Stock and other incentive compensation, including restricted stock or restricted stock units in accordance with the terms of a plan units, under stock option or similar plans as in effect on the Closing Date date of this Agreement and as described in the Time of Sale Prospectus (or any document incorporated by reference therein)Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a any registration statement on Form S-8 with the Commission on Form S-8 relating to the offering of securities in accordance with the pursuant to terms of a stock option or similar plan in effect on the date hereof of this Agreement and as described in the Time of Sale ProspectusProspectus pursuant to this clause, including(e) any issuance or transfer in connection with the Reorganization Transactions as contemplated by the Reorganization Documents or the Registration Statement, without limitation, (f) any exchange of membership units of the LLC and a corresponding number of shares of Class B common stock of the Company for shares of Class A common stock of the Company’s , or exercise by the Company of its related call right, in each case in a manner consistent with the provisions therefore detailed in the form of the Sixth Amended and Restated Limited Liability Company Agreement of the LLC filed as an exhibit to the Registration Statement; provided in the case of this clause (f) that no filing under Section 16(a) of the Exchange Act, reporting a change in beneficial ownership of shares of Class A Common Stock Incentive Planor securities convertible into or exercisable or exchangeable for Class A Common Stock, shall be required or shall be voluntarily made during such 180-day period or (g) the issuance by the Company of Class A Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or any other appropriate form with respect thereto); provided that such issuances are limited in the aggregate to an amount equal to 5% of the total shares of Class A Common Stock outstanding immediately after the completion of the offering (assuming the exchange for shares of Class A Common Stock of all membership units in the LLC and shares of Class B Common Stock outstanding immediately after the completion of the offering) and provided further that recipients of such Class A Common Stock agree to be bound by the terms of the lock-up letter substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [____] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders severally, and not jointly, as and to the extent indicated in Schedule II hereto, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 1,650,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice to the Company and the Attorneys-in-Fact not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Selling Stockholders as set forth in Schedule II hereto. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC Representatives on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date hereof and described disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or c) the issuance by the Company of shares or options to purchase shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Planequity plans disclosed in the Prospectus, or (d) the filing by the Company of a registration statement with the Commission any Registration Statement on Form S-8 or a successor form thereto or (e) the issuance by the Company of up to 691,912 shares of Common Stock in connection with any acquisition, collaboration or other strategic transaction involving the Company or any of its subsidiaries, provided that the recipients thereof execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the offering Company occurs; or (2) prior to the expiration of securities in accordance with the terms of a plan in effect 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the date hereof and described in last day of the Time of Sale Prospectus, including, without limitation90-day restricted period, the Company’s Amended and Restated Stock Incentive Planrestrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, the Company hereby agrees to issue and the Selling Stockholders hereby agree to sell an aggregate of [FIRM SHARES] Firm Shares to the several Underwriters, severally and not jointly, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties agreements of the Company, the Operating Partnership and the Manager herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at a purchase price of $9.50 [PRICE] per share Share (the “Purchase PricePrice per Share”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto, provided, however, that any Reserved Securities confirmed for purchase by the Invitees shall be purchased from the Company at a purchase price of $[RESERVED PRICE] per Share. On The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company, the Operating Partnership and the Manager herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, severally and not jointly, purchase from the Company up to 1,275,000 the Additional Shares at the Purchase Price; providedPrice per Share, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by less an amount per share equal to any dividends or distributions declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. The Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of the Underwriters. On each daycovering over allotments, if any, that made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased by the Underwriter as the number of Additional Firm Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I hereto bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 US$[●] per share ADS (the “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [2,562,028] Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) five business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 3 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm ADSs.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell an aggregate of [·] Firm ADSs to the several Underwriters, severally and not jointlyUnderwriters at a price of $[·] per ADS (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) Price the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you the Managers may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter set forth in Schedule I hereto. On Moreover, the Company hereby agrees to sell an aggregate of up to [·] Additional ADSs to the Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 1,275,000 the aggregate amount of Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You Maxim may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two (12) business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor ADSs or later than ten (10) business days after the date of such notice. Additional Shares ADSs may be purchased as provided by the Underwriters solely for the purpose of covering over-allotments made in Section 5 hereof at connection with the option offering of the UnderwritersFirm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you Maxim may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional SharesFirm ADSs. The Company also hereby agrees that, without the prior written consent to issue and sell to each of the ▇▇▇▇▇▇▇▇▇ LLC Managers (and/or its designees) on behalf the Closing Date the Managers’ Warrants for the purchase of an aggregate of [·] Manager ADSs (which amount is equal to 4% of the Underwriters, it Firm ADSs) for an aggregate purchase price of $100.00. Each five (5) Manager ADSs will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), initially represent one (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares share of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating deposited pursuant to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply Deposit Agreement, subject to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units adjustment in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $9.50 per [ ] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations Each Seller, severally and warranties contained in this Agreementnot jointly, and subject to its terms and conditions, the Selling Stockholders agree hereby agrees to sell to the several Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, and upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, up to 1,275,000 [937,500] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On each Option Closing Date, each Seller agrees to sell to the several Underwriters that proportion of the Additional Shares to be sold on such Option Closing Date (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder bears Seller to the total aggregate number of Additional SharesShares set forth in Schedule II hereto. The Company Each Seller hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof (c) transactions by a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, or grants provided that no filing under Section 16(a) of stock optionsthe Securities Exchange Act of 1934, restricted stock or restricted stock units in accordance with as amended (the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein“Exchange Act”), includingshall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance (d) transfers by the Company a Selling Shareholder of shares of Common Stock upon the exercise thereofor any security convertible into Common Stock as a bona fide gift, (ce) except as contemplated distributions by clause (b) above, the issuance by the Company of, a Selling Shareholder of shares of Common Stock or options to purchase, any security convertible into Common Stock to employees, officers, directors, advisors limited partners or consultants stockholders of the Company Selling Shareholder or (f) with respect solely to the Company, any options issued pursuant to plans any stock or option plan described in the Time of Sale Prospectus (or any document incorporated by reference thereinCommon stock issued upon exercise of such options; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), including(i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period. In addition, each Selling Shareholder, agrees that, without limitationthe prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s Amended transfer agent and Restated Stock Incentive Planregistrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, or if (d1) during the filing by last 17 days of the 90-day restricted period the Company of issues an earnings release or material news or a registration statement with the Commission on Form S-8 material event relating to the offering Company occurs; or (2) prior to the expiration of securities in accordance with the terms of a plan in effect 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the date hereof and described in last day of the Time of Sale Prospectus, including, without limitation90-day period, the Company’s Amended and Restated Stock Incentive Planrestrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 a price per share of $______ (the “"Purchase Price”") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 _______ Additional Shares from the Company at the Purchase Price; provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company purpose of covering over-allotments made in connection with a record date for payment that is after the Closing Date and payable on offering of the Firm Shares but not payable on such Additional Shares. You The Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part by giving written notice not later than thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such shares are to notice shall be purchased. Each purchase date must be at least one (1) a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Shares nor Closing Date (as hereinafter defined), (ii) no later than ten (10) business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased from the Company as the number of Additional Firm Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I bears to the total number of Additional Firm Shares. The Company hereby agrees thatagrees, without and concurrently with the prior written consent execution of this Agreement the Company shall deliver an agreement executed by (i) each of the ▇▇▇▇▇▇▇▇▇ LLC on behalf directors and officers of the UnderwritersCompany and (ii) each stockholder listed on Annex I hereto pursuant to which each such person agrees, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock beneficially owned by of the Company or the common stock, par value $1.00 par value per share (as such term is used in Rule 13d-3 the "Culbro Stock"), of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common StockCulbro Corporation, a New York corporation (2) enter into any swap or other arrangement that transfers to another"Culbro"), in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or Culbro Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Stock or Culbro Stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation. The restrictions contained in Notwithstanding the preceding paragraph shall not apply to (a) the Shares to be sold hereunderforegoing, (b) the issuance by during such period the Company of may (i) grant stock options pursuant to the Company's existing stock option plan and (ii) issue shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees, in the Selling Stockholders hereby agree manner contemplated herein, to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, in the manner contemplated herein, severally and not jointly, to purchase from such Selling Shareholder the Company and respective numbers of Firm ADSs (to be adjusted by the underwriters so as to eliminate fractional shares) that bears the same proportion to the number of Firm ADSs to be sold by such Selling Stockholders Shareholder as the number of Firm ADSs set forth in Schedule II hereto opposite its name at $9.50 per share [•] an ADS (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, conditions the Selling Stockholders Shareholders agree to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 575,000 Additional Shares ADSs at the Purchase Price, with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule II hereto; provided, however, that the amount paid by the Underwriters for any Additional Shares ADSs shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares ADSs but not payable on such Additional SharesADSs. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional SharesFirm ADSs. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) ), or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockOrdinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and ADSs to be sold hereunder, (b) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, hereof of which the Underwriters have been advised in writing or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and are described in the Time of Sale Prospectus (or any document incorporated by reference therein)Prospectus, including, without limitation, provided the Company’s Amended and Restated Stock Incentive Plan, or recipients of such Ordinary Shares enter into a lock-up letter substantially in the issuance by form of Exhibit A covering the Company remainder of shares of Common Stock upon the exercise thereofRestricted Period, (c) except transactions by a Selling Shareholder relating to Ordinary Shares or ADSs or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares as contemplated a bona fide gift, (e) distributions by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares to limited partners or stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (bd) aboveor (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period, or (f) grants of options or other equity awards and the issuance by of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (whether upon the Company of, exercise of options or options to purchase, Common Stock otherwise) to employees, officers, directors, advisors advisors, or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, includingprovided that the recipients of such awards, without limitationto the extent such awards are exercisable during the Restricted Period, enter into a lock-up letter substantially in the form of Exhibit A covering the remainder of the Restricted Period, (g) the entry into an agreement providing for the issuance by the Company of Ordinary Shares or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Ordinary Shares in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Ordinary Shares or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Ordinary Shares pursuant to any such agreement or (y) the Company’s Amended joint ventures, commercial relationships and Restated Stock Incentive Planother strategic transactions, provided that the aggregate number of Ordinary Shares or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Ordinary Shares that the Company may sell or issue or agree to sell or issue pursuant to this clause (g) shall not exceed 5% of the total number of Ordinary Shares outstanding immediately following the completion of the transactions contemplated by this Agreement and all recipients of any such securities shall enter into a lock-up letter substantially in the form of Exhibit A covering the remainder of the Restricted Period, (h) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act or similar foreign regulations for the transfer of Ordinary Shares, provided that (i) such plan does not provide for the transfer of Ordinary Shares during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Shareholder by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the Restricted Period, or (i) the filing of any registration statement on Form F-1, F-3 or S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or any assumed benefit plan contemplated by clause (g)(x). In addition, each Selling Shareholder, agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”a) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Selling Stockholders agree Forward Sellers (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Underwritten Company Top-Up Shares), severally and not jointly, agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters each Underwriter shall have the right to purchase, severally and not jointly, from such Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Underwritten Company Top-Up Shares) the respective number of Underwritten Shares set forth in Schedule B hereto opposite its name at $30.565 per share. Each of the Forward Sellers’ obligations are several and not joint and extend solely to the respective number of Underwritten Borrowed Shares set forth in Schedule B hereto opposite its name. (b) In addition, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Forward Sellers (with respect to the Additional Borrowed Shares) and the Company (with respect to any Additional Company Top-Up Shares), severally and not jointly, grants the Underwriters the right to purchase, severally and not jointly, from the Forward Sellers (with respect to the Additional Borrowed Shares) and the Company (with respect to any Additional Company Top-Up Shares) up to 1,275,000 2,475,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Underwritten Shares but not payable on such Additional SharesShares (the “Option Purchase Price”). You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice to the Company, the Forward Sellers and the Forward Purchasers not later than 30 days after the date of this Agreement. Any Such exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date purchased (an “Option Closing Date”); provided that such Option Closing Date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Underwritten Borrowed Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares are to be purchased (each an “such Option Closing Date”), (A) each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Underwritten Shares set forth in Schedule III A hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Underwritten Shares; and (B) each Forward Seller’s obligation to sell such Additional Shares extends solely to the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Underwritten Borrowed Shares set forth in Schedule B hereto opposite the name of such Forward Seller bears to the total number of Underwritten Borrowed Shares. The Company hereby agrees that, without the prior written consent . (c) If (i) any of the ▇▇▇▇▇▇▇▇▇ LLC on behalf representations and warranties of the UnderwritersCompany or the Operating Company contained in Section 1 hereof or any certificate delivered by the Company or the Operating Company pursuant hereto are not true and correct as of the Closing Date or any Option Closing Date, it will notas the case may be, during as if made as of the period ending sixty Closing Date or such Option Closing Date, (60ii) days after the Company or the Operating Company has not performed all of the obligations required to be performed by them under this Agreement on or prior to the Closing Date or such Option Closing Date, (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Date or such Option Closing Date, (iv) this Agreement shall have been terminated pursuant to Section 11 hereof on or prior to the Closing Date or such Option Closing Date or the Closing Date or such Option Closing Date shall not have occurred, (v) any of the conditions set forth in Section 3 of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Date or such Option Closing Date or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreements are not true and correct as of the date hereof or as of the Prospectus Closing Date or such Option Closing Date as if made as of the Closing Date or such Option Closing Date (clauses (i) through (vi), together, the “Restricted PeriodConditions”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by then the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to anotherForward Sellers, in whole or in parttheir sole discretion, any of may elect not to borrow and deliver for sale to the economic consequences of ownership of Underwriters the Common Stock, whether any Borrowed Shares otherwise deliverable on such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesdate. In addition, in cash the event that (A) a Forward Seller or otherwise, (3) announce the offering its affiliate is unable after using commercially reasonable efforts to borrow and deliver for sale a number of shares of Common Stock or (4) file or cause equal to the number of Underwritten Borrowed Shares to be filed any registration statement with sold by it hereunder to establish its commercially reasonable hedge position, (B) there exists a lack of sufficient liquidity in the Commission relating to the offering of any shares of Common Stock or it is impracticable to so borrow and deliver for sale using commercially reasonable efforts or (C) it or its affiliate would incur a stock loan cost of more than 200 basis points per annum with respect to all or any securities convertible into portion of such shares to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date or exercisable or exchangeable for Common Stock. The restrictions contained in any Option Closing Date, as the preceding paragraph shall not apply to (a) case may be, the Shares to be sold hereunder, (b) the issuance by the Company aggregate number of shares of Common Stock upon the exercise of an option that such Forward Seller (or warrant its affiliate) is able to so borrow in connection with establishing its commercially reasonable hedge position at or the conversion of below such cost. (d) If a security outstanding on the date Forward Seller elects, pursuant to Section 3(c) hereof, or grants of stock options, restricted stock or restricted stock units in accordance with not to borrow and deliver for sale to the terms of a plan in effect Underwriters on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein)Option Closing Date, including, without limitationas the case may be, the Company’s Amended and Restated Stock Incentive Plantotal number of Borrowed Shares to be sold by it hereunder, such Forward Seller will notify the Company no later than 5:00 p.m., New York City time, on the business day prior to the Closing Date or such Option Closing Date. Notwithstanding anything to the issuance by contrary herein, in no event will the Company be required to issue or deliver the applicable Company Shares prior to the business day following notice to the Company of shares the relevant number of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities Shares so deliverable in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planthis Section 3.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriterthe Underwriters, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreesagree to purchase, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterEach Underwriter on Schedule I hereof at $[ ] per share (“PURCHASE PRICE”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, from the Company up to 1,275,000 the number of Additional Shares set forth opposite the name of Each Underwriter on Schedule II hereof at the Purchase Price; provided, however, that the amount paid by . If the Underwriters for any Additional Shares elect to exercise such option, the Underwriters shall be reduced by an amount per share equal to any dividends declared by so notify the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice writing not later than 30 [ ] (___) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (1as defined below) business day after the written notice is given and may but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten [___] (10_) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, the day that Additional Shares are to be purchased (each an the “Option Closing DateOPTION CLOSING DATE”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Underwriters may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III A hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, which may not be unreasonably withheld, it will not, directly or indirectly, during the period ending sixty (60) days after commencing on the date of the Prospectus (the “Restricted Period”)hereof and ending [ ] days hereafter, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares sale to be sold hereunderthe Underwriters of any share of Common Stock pursuant to the Agreement, (bB) the any issuance by the Company of shares of Common Stock Stock, options, or other securities or rights pursuant to any employee or director compensation, option, savings, benefit, dividend reinvestment or other plan of the Company existing as of the date of the Agreement, (C) any issuances upon the exercise exercise, conversion or exchange of an option any securities or warrant or the conversion of a security obligations outstanding on the date hereofof the Agreement, and (D) additional issuances of securities through privately negotiated transactions that may or grants of stock optionsmay not involve an underwriter, restricted stock whether or restricted stock units in accordance not registered with the terms of a plan Commission, aggregating not more than $[ ] million in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plangross sales price.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller, at $9.50 a purchase price of US$[ ] per share ADS (the “Purchase Price”) ), the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Shareholders to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [ ] Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm ADSs.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 $ per share ADS (the “Purchase Price”) the number of Firm Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Securities to be sold by such Seller as the number of Firm Securities set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company and certain Selling Stockholders agree Shareholders as set out in Schedule I-2 hereto agree, severally and not jointly, to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 600,000 Additional Shares Securities at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares Securities shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares Securities but not payable on such Additional SharesSecurities. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Securities are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten (10) business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 hereof at solely for the option purpose of covering sales of Securities in excess of the Underwritersnumber of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be sold purchased on such Option Closing Date as the number of Additional Shares Firm Securities set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional SharesFirm Securities. The Company Each Seller hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc and Credit Suisse Securities (USA) LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock ADSs or Ordinary Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, ADSs or Ordinary Shares; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockADSs or Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock ADSs or Ordinary Shares or such other securities, in cash or otherwise, ; or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common StockADSs or Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares Securities to be sold hereunder, (b) the issuance by the Company of shares of Common Stock ADSs or Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, or grants of stock options, restricted stock or restricted stock units in accordance with (c) the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance grant by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to under its existing stock option plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Shareholder or the Company regarding the establishment of such plan, such announcement or filing shall include a registration statement with the Commission on Form S-8 relating to the offering effect that no transfer of securities in accordance ADSs or Ordinary Shares may be made under such plan during the Restricted Period. Each Selling Shareholder consents to the entry of stop transfer instructions with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended transfer agent and Restated Stock Incentive Planregistrar against the transfer of any ADSs or Ordinary Shares held by such Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Company Each Seller hereby agrees, severally and the Selling Stockholders hereby agree not jointly, to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per 4.70 a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company and the Selling Stockholders Shareholder indicated on Schedule I hereof as selling Additional Shares, agree to sell to the Underwriters the Additional Shares, the Selling Shareholder agreeing to sell the amount set forth opposite such Selling Shareholder’s name in Schedule I hereof, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 1,110,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Shareholder agrees to sell the number of Additional Shares that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Company Additional Shares or Selling Shareholder Additional Shares, as applicable, bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, ; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, ; or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing if (i) during the last 17 days of the 90-day restricted period the Company issues a release regarding earnings or regarding other material news or events relating to the Company; or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period; the restrictions imposed by this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of such release or the occurrence of the material news or material event. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (c) the grant by the Company of options to directors, employees, consultants or grants other service providers of the Company in the ordinary course of business, (d) any shares of Common Stock or other rights to acquire shares of capital stock optionsof the Company issued pursuant to equipment financing, restricted lease financing or working capital financing activities entered into in the ordinary course of business, (e) any shares of Common Stock or other rights to acquire capital stock of the Company issued in connection with the acquisition of complementary businesses or restricted stock units technologies by merger or acquisition or in accordance connection with partnering, license or similar transactions, so long as each person or entity acquiring shares of Common Stock or any securities convertible into or exchangeable into shares of Common Stock agrees to be bound by the terms of a plan in effect on the Closing Date this paragraph, and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or f) the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants in exchange transactions with holders of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d6.25% Convertible Notes due 2008 pursuant to Section 3(a)(9) of the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanSecurities Act.

Agreements to Sell and Purchase. The (a) On the basis of the representations and warranties contained in this Agreement, but subject to the terms and conditions set forth herein, the Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) the respective number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its name at $[ ] per share (the name of such Underwriter. "Purchase Price"), subject to adjustments in accordance with Section 13 hereof. (b) On the basis of the representations and warranties contained in Section 2 of this Agreement, and but subject to its the terms and conditionsconditions set forth in this Agreement, the each Selling Stockholders agree to sell Stockholder hereby grants to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 all of the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule II hereto at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice to the Company and the Selling Stockholders not later than 30 days after the date of this Agreement. Any exercise such notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchasedpurchased (each, an "Option Closing Date"). Each purchase date Option Closing Date must be at least one (1) two business day days after the such written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date (as defined below) nor later than ten (10) business days after the date of such notice. The Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the Firm Shares. If the Underwriters. On each day, if any, that ' right to purchase is exercised as to all or any portion of the Additional Shares are to be purchased (each an “Option Closing Date”)Shares, each Underwriter agreesUnderwriter, acting severally and not jointly, to will purchase the that number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) then being purchased that bears the same proportion to the total number of Additional Shares then being purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to be sold on the total number of Firm Shares, subject in each case to such Option Closing Date adjustments as D.A. Davidson in its discretion shall make to eliminate any sales or purchases of fractional shares, and each Selling Stockholder will sell that number of Additional Shares to the Underwriters that bears the same proportion to the total number of Additional Shares then being purchased as the number of Additional Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company hereby agrees to issue and the Selling Stockholders hereby agree to sell Firm Shares to the several Underwriters, severally and not jointlyUnderwriters at a price of $ per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On Moreover, each Selling Stockholder, severally and not jointly, hereby agrees to sell up to the number of Additional Shares set forth opposite such Selling Stockholder’s name in Schedule II hereto to the Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 1,275,000 the Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided by the Underwriters solely for the purpose of covering over-allotments made in Section 5 hereof at connection with the option Offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 ______ per share ADS (the “Purchase Price”"PURCHASE PRICE") the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Managers may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree each Seller, severally and not jointly, agrees to sell to each Underwriter at the Underwriters Purchase Price the number of Additional SharesADSs (subject to such adjustments to eliminate fractional shares as the Managers may determine) that bears the same proportion to the number of Additional ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm ADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 1,561,000 Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Managers may exercise this right on behalf of the Underwriters in whole or in part from time to time in part but not more than once by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such 20 adjustments to eliminate fractional shares as you the Managers may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm ADSs.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On Upon the basis of the representations and warranties contained in this Agreementherein contained, and but subject to its terms the conditions hereinafter stated, each Seller, severally and conditionsnot jointly, the Selling Stockholders agree agrees to sell to the Underwriters the Additional Sharesseveral Underwriters, and the Underwriters shall have the right to purchaseright, severally and not jointly, up to 1,275,000 Additional Shares purchase from the Seller at the Purchase Price; Price up to the number of Additional Shares set forth in Schedule I hereto under the column titled “Number of Additional Shares to be Sold.”, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased, and the number of Additional Shares to be sold by each Seller on any such date shall bear the same proportion that the maximum number of Additional Shares to be sold by each Seller as set forth in Schedule I hereto bears to the aggregate maximum number of all Additional Shares to be sold (subject to such adjustments to eliminate fractional shares as you may determine). Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) five business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of stock options, restricted stock, restricted stock units or other equity awards pursuant to the Company’s equity incentive plans provided that such equity incentive plans are described in the Time of Sale Prospectus, (c) the issuance of any shares of Common Stock upon the exercise of an option or the conversion of a security outstanding as of the date hereof or issued after the date hereof pursuant to any equity incentive plans, (d) the issuance by the Company of shares of Common Stock upon the exercise of any warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or e) the issuance by the Company of securities (and the agreement that provides for the issuance of such securities), or public announcement thereof, in full or partial consideration of one or more future acquisitions or strategic investments, or the filing of a registration statement on Form S-4 under the Securities Act related thereto; provided that in the case of clauses (e), the number of shares of Common Stock upon issued or issuable pursuant to such clause shall not, in the exercise thereofaggregate, (c) except as contemplated by clause (b) above, exceed 10% of the issuance by the Company of, or options to purchase, number of Shares of Common Stock outstanding as of [·], 2011. If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ Securities LLC, in their sole discretion, agree to employees, officers, directors, advisors release or consultants waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company pursuant and provide the Company with notice of the impending release or waiver at least five full business days before the effective date of the release or waiver, the Company agrees to plans described announce the impending release or waiver by a press release substantially in the Time form of Sale Prospectus (Exhibit B hereto through a major news service at least two business days before the effective date of the release or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planwaiver.

Agreements to Sell and Purchase. The Company hereby agrees to issue and the sell ___ Shares, and each Selling Stockholders hereby agree to sell to the several UnderwritersStockholder, severally and not jointly, hereby agrees to sell the number of Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, to the several Underwriters at a price of $_____ per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, hereby agrees, severally and not jointly, to purchase from the Company and each Selling Stockholders Stockholder at $9.50 per share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine) set forth opposite the name of such Underwriter set forth in Schedule I II hereto that bears the same proportion to the number of Firm Shares to be sold by each such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On Moreover, the Company hereby agrees to issue and sell up to ___ Additional Shares to the Underwriters at the Purchase Price and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 1,275,000 the Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Managers may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided by the Underwriters solely for the purpose of covering over-allotments made in Section 5 hereof at connection with the option offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby Each Selling Stockholder agrees that, without to comply with the prior written consent terms and conditions of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, “lock-up”’ agreement that it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible has previously entered into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating and delivered to the offering of any shares of Common Stock Managers on or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on before the date hereof, or grants which “lock-up” agreement was executed in substantially the form of stock optionsExhibit D hereto. Each Selling Stockholder agrees to advise the Managers promptly, restricted stock or restricted stock units and if requested by the Managers, confirm such advice in accordance with the terms writing, so long as delivery of a plan prospectus relating to the Shares by an underwriter or dealer may be required under the Securities Act, any change in effect on information contained in the Closing Date and described in Registration Statement, the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options Prospectus that relates to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plansuch Selling Stockholder.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per • a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree each Seller, severally and not jointly, agrees to sell to the Underwriters the portion of the Additional SharesShares shown on Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 • Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company Each Seller and the Company, as applicable, hereby agrees agree that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ LLC Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇,” and together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Representatives”) on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) publicly announce the offering intent to do any of shares of Common Stock the foregoing, or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants hereof of stock options, restricted stock or restricted stock units which the Underwriters have been advised in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereofwriting, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described hereof, (d) the filing of a registration statement with the Commission on Form S-3 (if available, or Form S-1, if unavailable) relating to the offering of securities issued in the Time of Sale Prospectus, including, without limitation, connection with the Company’s Amended acquisition of iArchives, Inc. in October 2010, provided that such registration statement shall not be so filed prior to January 1, 2011, (e) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under the Exchange Act (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (f) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (g) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; or (h) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including limited partners, members, or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (f) through (h), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and Restated this paragraph as if it were a Selling Stockholder and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period, (iii) each party (transferor, transferee, donor or donee) shall not be required by law (including without limitation the disclosure requirements of the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) and (iv) the undersigned notifies the Representatives at least three business days prior to the proposed transfer or disposition, or (i) the sale of shares of Common Stock Incentive Planunder a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act in existence prior to November 1, 2010, (j) the establishment of a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act for the transfer of shares of Common Stock, provided that the Company shall prevent the transfer of Common Stock during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company. In addition, each Selling Stockholder, agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and such Selling Stockholders Stockholder at $9.50 per [·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder set forth in Schedule I as the number of Firm Shares set forth in Schedule II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [·] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 calendar days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Underwriter bears to the total number of Firm Shares and each Selling Stockholder agrees, severally and not jointly, to sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Stockholder bears to the total number of Additional Firm Shares. The Company and each Selling Stockholder hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC Managers on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (Prospectus, except as provided in the “Restricted Period”)succeeding paragraph, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder with respect to, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i), (ii) or (2iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (3ii) announce the offering of shares of Common Stock or (4iii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockabove. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) grants by the Company of employee stock options, restricted stock options or restricted stock units in accordance with pursuant to the terms of a plan in effect on the Closing Date and described date hereof of which the Underwriters have been advised in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, writing or (dE) the filing by the Company of a any registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with pursuant to the terms of a plan in effect on the date hereof and described of which the Underwriters have been advised in writing. In addition, each Selling Stockholder agrees that, without the Time prior written consent of Sale the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, includingmake any demand for, without limitationor exercise any right with respect to, the Company’s Amended and Restated registration of any shares of Common Stock Incentive Planor any security convertible into or exercisable or exchangeable for Common Stock or warrants or other rights to purchase Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the period ending 90 days after the date of the Prospectus, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the period ending 90 days after the date of the Prospectus, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period ending 90 days after the date of the Prospectus, the restrictions imposed by the previous paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon On the basis of the ------------------------------- representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 a price per share of $______ (the “"Purchase Price”") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Selling Stockholders agree Company agrees to issue and sell up to the Underwriters the an aggregate of ________ Additional Shares, Shares and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 an aggregate of ________ Additional Shares from the Company at the Purchase Price; provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company purpose of covering over-allotments made in connection with a record date for payment that is after the Closing Date and payable on offering of the Firm Shares but not payable on such Additional Shares. You The Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part at any time, but not more than once, by giving written notice not later than thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such shares are to notice shall be purchased. Each purchase date must be at least one (1) a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Shares nor Closing Date (as hereinafter defined), (ii) no later than ten (10) business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased from the Company as the number of Additional Firm Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I bears to the total number of Additional Firm Shares. The Company hereby agrees thatagrees, without and the prior written consent Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the ▇▇▇▇▇▇▇▇▇ LLC on behalf directors and officers of the UnderwritersCompany and (ii) each stockholder listed on Annex I hereto, it will notpursuant to which each such person agrees, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock beneficially owned by of the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation. The restrictions contained in Notwithstanding the preceding paragraph shall not apply to foregoing, during such period (ai) the Shares Company may grant stock options pursuant to be sold hereunder, the Company's existing stock option plan and (bii) the issuance by the Company of may issue shares of Common Stock its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof. The Company hereby confirms its engagement of DLJ as, or grants of stock options, restricted stock or restricted stock units in accordance and DLJ hereby confirms its agreement with the terms Company to render services as, a "qualified independent underwriter," within the meaning of a plan Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Shares. DLJ, solely in effect its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "QIU." As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $5,000 on the Closing Date and described in Date. The price at which the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating Shares will be sold to the offering of securities in accordance with public shall not be higher than the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planmaximum price recommended by DLJ acting as QIU.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share the purchase price set forth in Schedule I hereto (the “Purchase Price”) the number respective numbers of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) Units set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Units. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 the number of Additional Shares Units set forth, as applicable, in Schedule I at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares Units shall be reduced by an amount per share security equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. This right may be exercised in respect of: (i) Additional Units at the Purchase Price; or (ii) Additional Shares at a price of $4.7729 per Additional Share; or (iii) Additional Warrants at a price of $0.4541 per Additional Warrant; or (iv) any combination of Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Shares and Additional Warrants that may be issued does not exceed 3,000,000 Additional Shares and 1,500,000 Additional Warrants. Any exercise notice shall specify the number of Additional Units, Additional Shares and Additional Warrants to be purchased by the Underwriters and the date on which such shares securities are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Units nor later than ten (10) business days after the date of such notice. Additional Units, Additional Shares and Additional Warrants may be purchased as provided in Section 5 2 hereof at solely for the option purpose of covering sales of Units in excess of the Underwritersnumber of the Firm Units. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units, Additional Shares and Additional Warrants, as applicable (subject to such adjustments to eliminate fractional shares securities as you may determine) that bears the same proportion to the total number of Additional Units, Additional Shares and Additional Warrants to be sold purchased on such Option Closing Date as the number of Additional Shares Firm Units set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm Units.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon (i) On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each Forward Seller and the Company (with respect to any Shares sold pursuant to Section 12 hereof), severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from each Forward Seller and the Company and Selling Stockholders (with respect to any Shares sold pursuant to Section 12 hereof) the respective numbers of Firm Shares set forth opposite its name in Schedule II-A hereto at $9.50 per share the purchase price set forth in Schedule I hereto (the “Purchase Price”). (ii) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the The Underwriters shall have the right to purchase, pursuant to clause (A) or clause (B) below, as applicable, severally and not jointly, up to 1,275,000 the number of Additional Shares set forth in Schedule I hereto at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by Price less an amount per share equal to any dividends or distributions declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional SharesShares (such reduced Purchase Price, the “Option Purchase Price”). You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 thirty (30) days after the date of this Agreementthe Prospectus. Any exercise notice shall specify the aggregate number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchasedpurchased (the “Option Closing Date”). Each purchase date The Option Closing Date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Following delivery of an exercise notice: (A) The Company may, in its sole judgment, within one business day after such notice is given, execute and deliver to the applicable Forward Seller an additional forward agreement in the form attached hereto as Annex B with each Forward Counterparty (each such agreement, an “Additional Forward Agreement”) with respect to a number of Additional Shares which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Forward Shares set forth opposite the name of such Forward Counterparty’s affiliated Forward Seller in Schedule II-B bears to the total number of Additional Forward Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine). Upon execution and delivery of an Additional Forward Agreement, the applicable Forward Counterparty shall promptly execute and deliver such Additional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, the affiliated Forward Seller and the Company (with respect to any Shares sold pursuant to Section 12 hereof), severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from such Forward Seller and the Company (with respect to any Shares sold pursuant to Section 12 hereof) such Additional Shares at the Option Purchase Price. (B) To the extent the Company does not timely execute and deliver one or both of the Additional Forward Agreements pursuant clause (A) above, then on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the several Underwriters the number of Additional Shares underlying the Additional Forward Sale Agreement(s) that were not so executed and delivered, and each Underwriter, agrees, severally and not jointly, to purchase from the Company such number of Additional Shares at the Option Purchase Price. (iii) Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “the Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company or the Forward Sellers, as applicable, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Firm Shares set forth opposite its name in Schedule III opposite the name of II-A hereto (or such Selling Stockholder number increased as set forth in Section 11 hereof) bears to the total number of Additional Firm Shares. (b) If all of the conditions to effectiveness set forth in Section 3 of the Forward Agreements are not satisfied on or prior to the Closing Date, each Forward Seller, individually, in its sole judgment, may choose not to borrow and deliver for sale the Firm Shares. The Company hereby agrees In addition, in the event that, without in the prior written consent commercially reasonable judgment of a Forward Counterparty, its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement all of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option Firm Shares deliverable by such Forward Seller or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to anotherif, in whole or such Forward Counterparty’s commercially reasonable judgment, its affiliated Forward Seller would entail a stock loan cost in partexcess of a rate equal to 200 basis points per annum, any of then such Forward Seller shall only be required to deliver for sale the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at or below such cost. (4c) file or cause To the extent that the Company has entered into an Additional Forward Agreement with a Forward Counterparty pursuant to Section 3(a)(ii)(A), if (i) the representations and warranties of the Company contained in Section 1 hereto are not true and correct as of the Option Closing Date, (ii) the Company has not performed all of the additional obligations required to be filed any registration statement with the Commission relating performed by it under this Agreement on or prior to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable Option Closing Date and (iii) the conditions set forth in Section 6 hereto have not been satisfied (clauses (i)–(iii), together, the “Option Conditions”), then the affiliated Forward Seller, in its sole judgment, may choose not to borrow and deliver for Common Stocksale the Additional Shares underlying such Additional Forward Agreement. The restrictions contained In addition, in the preceding paragraph event that, in the commercially reasonable judgment of such Forward Counterparty, its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement all of the Additional Shares underlying such Additional Forward Agreement or if, in such Forward Counterparty’s commercially reasonable judgment, its affiliated Forward Seller would entail a stock loan cost in excess of a rate equal to 200 basis points per annum, then such Forward Seller shall not apply only be required to (a) deliver for sale the Shares to be sold hereunder, (b) the issuance by the Company aggregate number of shares of Common Stock upon the exercise of an option that such Forward Seller is able to so borrow at or warrant or the conversion of below such cost. (d) If a security outstanding on the date hereofForward Seller (i) does not, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference thereinpursuant to Section 3(b), including, without limitation, borrow and deliver for sale the Company’s Amended and Restated Stock Incentive Plan, total number of Firm Shares set forth opposite its name in Schedule I hereto or (ii) to the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of extent that its affiliated Forward Counterparty has entered into an Additional Forward Agreement with the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference thereinSection 3(a)(ii)(A), includingdoes not, without limitationpursuant to Section 3(c), borrow and deliver for sale the total number of Additional Shares underlying such Additional Forward Agreement, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by Forward Seller will use its commercially reasonable efforts to notify the Company of a registration statement with no later than 5:00 p.m., New York City time, on the Commission on Form S-8 relating first business day prior to the offering of securities in accordance with Closing Date or the terms of a plan in effect on Option Closing Date, as the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plancase may be.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $9.50 per [•] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [•] Additional Shares at the Purchase Price; provided. M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated (“M▇▇▇▇▇ S▇▇▇▇▇▇”) and C▇▇▇▇ and Company, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You LLC (“Cowen”) may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 [•] per share (the “Purchase Price”) the number of Firm Shares (subject that bears the same proportion to the number of Firm Shares to be sold by such adjustments to eliminate fractional shares Seller as you may determine) the number of Firm Shares set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [•] Additional Shares at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering sales of shares in excess of the Underwritersnumber of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Each Selling Stockholders hereby agree to sell to the several UnderwritersStockholder, severally and not jointly, hereby agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, to the Underwriter at a price of $24.34 per share (the “Purchase Price”), and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agreeshereby agrees to purchase from each Selling Stockholder at the Purchase Price the Firm Shares. Moreover, each Selling Stockholder, severally and not jointly, hereby agrees to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) sell up to the number of Firm Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth opposite such Selling Stockholder’s name in Schedule I hereto opposite to the name of such Underwriter at the Purchase Price, and the Underwriter. On , upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, purchase up to 1,275,000 the Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Underwriter may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each Each day, if any, that Additional Shares are to be purchased (each shall be referred to herein as an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Shares set forth in Schedule III opposite the name of such .” Each Selling Stockholder bears agrees to advise the total number of Additional Shares. The Company hereby agrees thatUnderwriter promptly, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned and if requested by the Company (Underwriter, confirm such advice in writing, so long as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission a prospectus relating to the offering of Shares by an underwriter or dealer may be required under the Securities Act, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions change in information contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunderRegistration Statement, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options Prospectus that relates to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plansuch Selling Stockholder.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per [—] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares as the number of Firm Shares set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [—] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC Representatives on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”), (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock otherwise or (4iii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (ai) the Shares to be sold hereunder, (bii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (iii) the issuance by the Company of shares or grants options to purchase shares of stock options, restricted stock or restricted stock units in accordance with Common Stock pursuant to the terms of a plan in effect on the Closing Date and described Company’s equity plans disclosed in the Time of Sale Prospectus Prospectus, (iv) the filing by the Company of a registration statement on Form S-8 or any document incorporated by reference therein), including, without limitation, a successor form thereto or (v) the Company’s Amended and Restated Stock Incentive Plan, or entry into an agreement providing for the issuance by the Company of shares of Common Stock upon or any security convertible into or exercisable for shares of Common Stock in connection with the exercise thereof, (c) except as contemplated by clause (b) above, the issuance acquisition by the Company ofor any of its subsidiaries of the securities, business, property or options other assets of another person or entity or pursuant to purchasean employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clause (v), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to employeessell or issue pursuant to clause (v) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement and all recipients of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock shall enter into a “lock-up” agreement substantially in the form of Exhibit A hereto. If the Representatives, officersin their sole discretion, directors, advisors agrees to release or consultants waive the restrictions set forth in a lock-up letter described in Section 6(h) hereof for an officer or director of the Company pursuant and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to plans described announce the impending release or waiver by a press release substantially in the Time form of Sale Prospectus (Exhibit B hereto through a major news service at least two business days before the effective date of the release or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planwaiver.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Selling Stockholders agree Shareholders indicated on Schedule I hereto agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 2,940,757 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Credit Suisse First Boston LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”), (1a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2b) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-8/S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Prospectus or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1a), (b) or (2c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, if (3a) announce during the offering last 17 days of shares of Common Stock the Restricted Period the Company issues an earnings release or (4) file a material news or cause to be filed any registration statement with the Commission material event relating to the offering Company occurs; or (b) prior to the expiration of any shares the Restricted Period, the Company announces that it will release earnings during the 16-day period beginning on the last day of Common Stock the Restricted Period, the restrictions described in the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or any securities convertible into the occurrence of the material news or exercisable or exchangeable for Common Stockmaterial event. The restrictions contained in the preceding paragraph two paragraphs shall not apply to (a) the Shares to be sold hereunder, hereunder or (b) the issuance by the Company of shares of Class A Common Stock upon or securities convertible into or exchangeable for Class A Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) any other transaction, the primary purpose of which is not to raise capital, (iv) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (v) any employee benefit plan that has been adopted by the Company prior to the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with provided that the terms of a each such employee benefit plan in effect on the Closing Date and described have been disclosed in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders Shareholder at $9.50 per share the purchase Price set forth in Schedule I-A hereto (the “Purchase Price”) the number respective numbers of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the each Selling Stockholders agree Shareholder agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 the number of Additional Shares set forth, as applicable, in Schedule I-B at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold by each Selling Shareholder as set forth in Schedule I-B hereto. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 3 hereof at solely for the option purpose of covering sales of Common Shares in excess of the Underwritersnumber of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at a price of $9.50 [ ] per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [ ] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Manager may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the next succeeding business day. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice; provided, however, that solely with respect to an Additional Share exercise notice that is delivered prior to the Initial Closing Date (as defined below), the related purchase date must be at least one business day after the written notice is given. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $9.50 per 26.25 a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 2,550,000 Additional Shares at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten (10) business days after the date of such notice. As used herein, “business day” means a day on which Nasdaq is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) the respective number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its name at $______ a share (the name of such Underwriter"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 _______________ Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 5 2 and Section 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and hereof that is described in the Time Prospectus or of Sale Prospectus which the Underwriters have been advised in writing, (C) the grant of any stock option or stock purchase right pursuant to the Company's 2003 Stock Incentive Plan or 2003 Employee Stock Purchase Plan and the issuance by the Company of any document incorporated by reference therein)shares of Common Stock upon the exercise of such stock option or stock purchase right, includingprovided that, without limitationprior to the grant of any such stock option or stock purchase right, the Company’s Amended Company shall cause the recipients of such grants to execute and Restated deliver to you "lock-up" agreements, each substantially in the form of Exhibit A hereto, (D) the issuance of any shares of Common Stock Incentive Planin connection with acquisition, licensing, collaboration or similar strategic arrangements, provided that, prior to the issuance of any such shares of Common Stock, the Company shall cause the recipients of such shares to execute and deliver to you "lock-up" agreements, each substantially in the form of Exhibit A hereto, or (E) the issuance by the Company of shares of Common Stock upon pursuant to Section 1.4(b) of the exercise thereofSeries D Preferred Stock Purchase Agreement, (c) except dated as contemplated of December 17, 2002, by clause (b) aboveand between the Company, Pfizer Ireland Pharmaceuticals and Pfizer Inc. , provided that, prior to the issuance of any such shares of Common Stock, the issuance by Company shall cause the Company ofrecipients of such shares to execute and deliver to you "lock-up" agreements, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described each substantially in the Time form of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanExhibit A hereto.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter stated, Company agrees to issue and sell and each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders Trust at $9.50 a price per share of $_____ (the “"Purchase Price”) "), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) Securities set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Trust agrees to issue and sell to the Underwriters the Additional Shares, Securities and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 _______ Additional Shares Securities from the Trust at the Purchase Price; provided, however, that . Additional Securities may be purchased solely for the amount paid by purpose of covering over-allotments made in connection with the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on offering of the Firm Shares but not payable on such Additional SharesSecurities. You The Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Securities in whole or in part from time to time in part by giving written notice not later than thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares Securities to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such shares notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Securities are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Trust the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares Securities to be sold on such Option Closing Date purchased from the Trust as the number of Additional Shares Firm Securities set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I bears to the total number of Additional SharesFirm Securities. In view of the fact that the proceeds of the sale of the Securities will be used to purchase Debentures, the Company agrees to pay as compensation ("Underwriter's Compensation") for the Underwriters' arranging the investment therein of such proceeds an amount in immediately available funds of $ per Security purchased hereunder. [The Trust and the Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) agree not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock preferred trust securities or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained such preferred trust securities or in any other manner transfer all or a portion of the preceding paragraph shall not apply economic consequences associated with the ownership of any such preferred trust securities, except to (a) the Shares Underwriters pursuant to be sold hereunderthis Agreement, (b) the issuance by the Company for a period of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on ___ days after the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in Prospectus without the Time prior written consent of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan____________________________.]

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 the purchase price per share of $_____ (the “"Purchase Price”) "), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 _________ Additional Shares from the Company at the Purchase Price; provided, however, that the amount paid by the Underwriters for any . Additional Shares shall may be reduced by an amount per share equal to any dividends declared by purchased solely for the Company purpose of covering over-allotments made in connection with a record date for payment that is after the Closing Date and payable on offering of the Firm Shares but not payable on such Additional Shares. You The Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Shares in whole or in part from time to time in part by giving written notice not later than thereof to the Company within 30 days after the date of this Agreement. Any exercise You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased by the Underwriters pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such shares are to notice shall be purchased. Each purchase date must be at least one (1) a business day after the written notice is given and may not be (i) no earlier than the closing date for the Firm Shares nor Closing Date (as hereinafter defined), (ii) no later than the ten (10) business days after the date of such noticenotice has been given and (iii) no earlier than two business days after such notice has been given. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased from the Company as the number of Additional Firm Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter in Schedule I bears to the total number of Additional Firm Shares. The Company hereby agrees thatand the Company shall, prior to or on the Closing Date, deliver an agreement (a "Lock-up Agreement") executed by (i) each of the directors and executive officers of the Company, and (ii) each principal stockholder of the Company listed on Annex I hereto, pursuant to which each such person agrees not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock, including, without limitation, Common Stock acquired in connection with or pursuant to the prior written consent transactions described in the Registration Statement, or any securities convertible into or exercisable or exchangeable for shares of Common Stock or in any other manner transfer all or a portion of the ▇▇▇▇▇▇▇▇▇ LLC on behalf economic consequences associated with the ownership of the Underwritersany such Common Stock, it will not, during the for a period ending sixty (60) of 180 days after the date of the Prospectus without the prior written consent of Alex. Brow▇ & ▇ons Incorporated ("Alex. Brow▇"); provided, however, that during such 180-day period each person delivering an agreement described in this sentence may surrender shares of Preferred Stock (as defined in Section 6(n) below) owned by such person to the Company for conversion into shares of Common Stock (in the manner contemplated by the Prospectus); provided further, that the Lock-up Agreement executed by each of The Huff ▇▇▇ernative Income Fund, L.P., ING Equity Partners, L.P., Apex Investment Fund I, L.P., Apex Investment Fund II, L.P., Argentum Capital Partners, L.P., Environmental Private Equity Fund II, L.P. and the Productivity Fund II, L.P. (collectively, the "Principal Investors") shall provide that (i) a Principal Investor may exercise demand registration rights pursuant to the terms of that certain Registration Rights Agreement dated as of June 26, 1995 (the “Restricted Period”"Registration Rights Agreement") by and among the Company and the entities who are signatories thereto (including the Principal Investors) at any time so that the Company will be obligated to file a registration statement pursuant to such demand no earlier than on the 150th day after the date of this Agreement, provided that such Principal Investor may not offer or sell any shares of the Company's Common Stock pursuant to any registration statement that is filed pursuant to the exercise of such demand registration rights until the 181st day after the date of this Agreement; (ii) if the Company files a "shelf" registration statement pursuant to Rule 415 under the Act for the benefit of any stockholder of the Company prior to the 180th day after the date of this Agreement, a Principal Investor may exercise its piggy-back registration rights pursuant to the terms of the Registration Rights Agreement at any time so that the Company will be obligated to appropriately include, by amendment or otherwise, the shares such Principal Investor wishes to have included in such "shelf" registration statement no earlier than on the 150th day after the date of this Agreement, provided that such Principal Investor may not offer or sell any shares of Common Stock pursuant to such "shelf" registration statement until the 181st day after the date of this Agreement; and (iii) if the Company is required to file and does file a registration statement under the Act for the benefit of any stockholder of the Company with respect to an underwritten offering of shares of Common Stock prior to the 180th day after the date of this Agreement, a Principal Investor may exercise its piggy-back registration rights pursuant to the terms of the Registration Rights Agreement in respect of, and have shares of its Common Stock included on, such registration statement commencing on the 150th day after the date of this Agreement, provided that the inclusion of any Principal Investor's shares of Common Stock on such registration statement shall be subject to any ability of the managing underwriter of such underwritten offering to "cut back" or otherwise restrict the inclusion of any Principal Investor's shares of Common Stock on such registration statement shall be subject to the shares of Common Stock that such Principal Investor so requested be included on such registration statement; and provided further, that the Lock-up Agreements executed by each of the Principal Investors shall provide that each of the Principal Investors' obligations thereunder shall be released to the extent, but only to the extent, that Alex. Brow▇ ▇▇▇eases any other Principal Investor from any obligation under the Lock-up Agreement executed by such Principal Investor. Notwithstanding the foregoing, during such 180-day lock-up period, the Company may (i) issue and sell the Shares to the Underwriters in accordance with this Agreement, (ii) issue an aggregate of 17,260,864 shares of Common Stock upon the conversion of the Company's outstanding shares of its Preferred Stock (as described in the Prospectus) and the issuance of ____________ shares of Common Stock in payment of $___________ million of accrued dividends thereon, (iii) issue shares of Common Stock upon the exercise of stock options granted under the Company's 1994 Stock Option Plan and otherwise in the ordinary course of business consistent with past practice as compensation for employees or consultants of the Company, (iv) grant stock options under the Company's 1994 Stock Option Plan and otherwise in the ordinary course of business consistent with past practice as compensation for employees or consultants of the Company, (v) issue shares of Common Stock upon the exercise of currently outstanding warrants and options (in the aggregate amounts set forth in the Prospectus) and (vi) issue shares of Common Stock or grant options or warrants exercisable into shares of Common Stock, in connection with strategic alliances, joint ventures or other business combinations not prohibited by the terms of the Indentures (as that term is defined in the Prospectus) (collectively "Permitted Combinations"), provided that no shares shall be issued as contemplated by this clause (1vi) unless such shares are made subject to the 180-day lock-up provisions described above. The Company shall, on or prior to the Closing Date, deliver an agreement executed by each stockholder of the Company listed on Annex II hereto, pursuant to which each such person agrees not to, directly or indirectly, offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon or in any other manner transfer all or a portion of the exercise economic consequences associated with the ownership of an option or warrant or the conversion any Common Stock, for a period of a security outstanding on 90 days after the date hereofof the Prospectus without the prior written consent of Alex. Brow▇; ▇▇ovided, or grants however, that during such 90-day period each such person may surrender shares of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated Preferred Stock owned by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by such person to the Company of for conversion into shares of Common Stock upon (in the exercise thereof, (c) except as manner contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference thereinProspectus), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per ____ a share (the “Purchase Price”"PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders named in Part B of Schedule I hereto agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 1,275,000 600,000 Additional Shares at the Purchase Price; provided. If you, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Stockholders in whole or in part from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (1as defined below) business day after the written notice is given and may but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock (2PROVIDED that such shares or securities are either now owned by such Seller or are hereafter acquired prior to or in connection with the offering of Common Stock described herein) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, hereunder or (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing. In addition, each Selling Stockholder, agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or grants of stock options, restricted stock or restricted stock units in accordance exercise any right with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitationrespect to, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company registration of any shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, security convertible into or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Planexercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase enter into the Purchase Contracts underlying the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Shares Initial Securities set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter, plus any additional Purchase contracts underlying the number of Initial Securities which such Underwriter may become obligated to enter into pursuant to the provisions of Section (a) hereof. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, severally and not jointly, the right to enter into, at their election, up to __________ additional Purchase Contracts. The option hereby granted will expire automatically at the close of business on the 30th calendar day after the date the Registration Statement and any Rule 46(b) Registration Statement becomes effective, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the aggregate number of additional Purchase Contracts to be entered into and the time and date of delivery for the related Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Underwriters but shall not be later than seven full business days after the exercise of such option nor in any event before the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Underwriters and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will enter into that proportion of the total number of additional Purchase Contracts as to which such election has be exercised which the number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total number of Additional SharesInitial Securities (subject in each case to such adjustments as the Underwriters in their discretion shall make to eliminate any fractional Purchase Contracts). The Underwriters agree to purchase, at the direction of the Company, the Treasury Notes underlying the Securities with respect to which the Company and the Underwriters have entered into the Purchase Contracts. The Treasury Notes will be pledged with the Collateral Agent to secure the holders' obligations to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the Collateral Agent by Federal Reserve Bank-Wire of the Treasury Notes to be pledged at the Closing Time and appropriate Date of Delivery, if any, in accordance with the Pledge Agreement. [The Company hereby agrees thatnot to offer, without the prior written consent sell contract to sell, grant any option to purchase, or otherwise dispose of any Securities, Purchase Contracts or Common Stock of the ▇▇▇▇▇▇▇▇▇ LLC on behalf Company or any securities of the UnderwritersCompany similar to the Securities, it will notPurchase Contracts or Common Stock or any security convertible into or exercisable or exchangeable for Securities, during Purchase Contracts or Common Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any Securities, Purchase Contracts or Common Stock, except to the Underwriters pursuant to this Agreement, for a period ending sixty (60) of _____ days after the date of the Prospectus (without the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares prior written consent of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan____________________________________ .]

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [AMOUNT] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Shareholders agree, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 1,200,000 Additional Shares from the Selling Shareholders at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On each Option Closing Date, each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) obtained by multiplying the total number of Additional Shares to be purchased on such Option Closing Date by a fraction, the numerator of which is the number of shares set forth opposite the name of such Selling Stockholder bears Shareholder in Schedule I hereto under the heading “Number of Additional Shares to be Sold” and the denominator of which is the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC ”) on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, or grants (c) the grant of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, options or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans any employee benefit plan described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive PlanProspectus, or (d) the filing by the Company of a any registration statement with the Commission on Form S-8 in respect of any employee benefit plan described in the Prospectus; provided, however, in the case of (c), that each recipient has agreed or agrees to accept the restrictions set forth in the immediately preceding paragraph. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the offering Company occurs; or (2) prior to the expiration of securities in accordance with the terms of a plan in effect 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the date hereof and described in last day of the Time of Sale Prospectus, including, without limitation90-day period, the Company’s Amended and Restated Stock Incentive Planrestrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per $ a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or vesting of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or c) the issuance and grant by the Company of shares of Common Stock upon the exercise thereofoptions, (c) except as contemplated by clause (b) aboverestricted stock, the issuance by the Company of, restricted stock units or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company other stock-based compensation pursuant to equity compensation plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect existence on the date hereof and and, in each case, described in the Time of Sale Prospectus; provided that any recipients thereof enter into lock-up agreements with the Underwriters in substantially the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period or any extension thereof or, includingin the case of the issuance of options, without limitationsuch options do not become exercisable during the portion of the Restricted Period, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company, (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock in connection with any (i) mergers, (ii) acquisition of securities, businesses, property, technologies or other assets, (iii) joint ventures, (iv) strategic alliances, commercial relationships or other collaborations, (v) equipment leasing arrangements or (vi) debt financing or (vii) the assumption of employee benefit plans in connection with mergers or acquisitions; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 10% of the total number of shares of the Company’s Amended Common Stock issued and Restated outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of shares of Common Stock Incentive Planor securities convertible into or exercisable for Common Stock pursuant to this clause (e) shall execute a lock-up agreement substantially in the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period, or (f) the filing of one or more registration statements on Form S-8 with the Commission with respect to shares of Common Stock issued or issuable under any equity compensation plan in effect on the date hereof. Notwithstanding the foregoing, if the Board of the Directors of the Company reasonably determines that a “non-officer employee” (as defined below) is experiencing financial hardship and has no other reasonably available sources of liquidity, the Company may, upon three business days prior notice to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, release shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, from the lock-up restrictions contained in the “lock-up” agreements described in Section 5(f) hereof or similar lock-up restrictions, for sale or other disposition by such non-officer employees, provided that the Company may not release more than 500,000 shares in the aggregate. For purposes of the preceding sentence, the term “non-officer employees” shall mean all employees of the Company other than those that are required to file statements of beneficial ownership pursuant to Section 16(a) of the Exchange Act. If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up agreement described in Section 5(f) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, which notice shall be substantially in the form of Exhibit B hereto, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) the number respective numbers of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its name at $______ a share (the name of such Underwriter"Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters up to ____ Additional Shares, the Selling Shareholder agrees to sell to the Underwriters up to 75,000 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to 1,275,000 _______________ Additional Shares at the Purchase Price; provided. If you, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Sellers in whole or in part from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (1as defined below) business day after the written notice is given and may but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, Seller agrees to purchase sell to the Underwriters in the aggregate the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the maximum of Additional Shares to be sold on by such Option Closing Date as Seller bears to [insert maximum number of Additional Shares], and each Underwriter agrees, severally and not jointly, to purchase from each Seller the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased from such Seller as the number of Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company Each Seller hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, hereof of which the Underwriters have been advised in writing or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or C) transactions by any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by person other than the Company of relating to shares of Common Stock upon or other securities acquired in open market transactions after the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants completion of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms Shares. In addition, the Selling Shareholder, agrees that, without the prior written consent of a plan in effect ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, he will not, during the period ending 180 days after the date hereof and described in of the Time of Sale Prospectus, includingmake any demand for, without limitationor exercise any right with respect to, the Company’s Amended and Restated registration of any shares of Common Stock Incentive Planor any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to issue and the Selling Stockholders hereby agree to sell [•] Firm Shares to the several Underwriters, severally and not jointlyUnderwriters at a price of $[•] per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but and subject to the conditions hereinafter statedset forth herein, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders Company, at $9.50 per share (the “Purchase Price”) , the number of Firm Shares (subject to set forth opposite the name of such adjustments to eliminate fractional shares as you may determine) Underwriter set forth in Schedule I hereto opposite hereto. Moreover, the name of such Underwriter. On Company hereby agrees to issue and sell up to [•] Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; provided, however, that up to the amount paid by the Underwriters for any total number of Additional Shares shall be reduced by an amount per share equal to any dividends declared by set forth opposite the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on name of such Additional SharesUnderwriter set forth in Schedule I hereto. You The Representatives may exercise this right to purchase Additional Shares on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of such exercise not later than 30 days after the date of this Agreementhereof. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one (1) business day after the date on which such written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten (10) business days after the date of on which such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriterswritten notice is given. On each day, if any, that Additional Shares are to be purchased (each each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Firm Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect purchased on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanDate.

Agreements to Sell and Purchase. The Company hereby agrees to issue and the Selling Stockholders hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders the respective principal amounts of Firm Securities set forth in Schedule II hereto opposite its name at a purchase price of $9.50 24.2125 per share Security (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 the Additional Shares Securities or any portion of the aggregate principal amount of Additional Securities at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Manager may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement, provided that this right may be exercised solely to cover over-allotments made in connection with the offering. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Securities nor later than ten (10) business days after the date of such notice. Additional Shares may ; provided, however, that if notice is received prior to the Closing Date, the purchase date will be purchased as provided in Section 5 hereof at the option of the UnderwritersClosing Date. On each day, if any, that Additional Shares Securities are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you the Manager may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be sold purchased on such Option Closing Date as the number principal amount of Additional Shares Firm Securities set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number principal amount of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm Securities.

Agreements to Sell and Purchase. The Company (a) Each Selling Shareholder, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and such Selling Stockholders Shareholder at $9.50 per [____] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the each Selling Stockholders agree Shareholder, severally and not jointly, agrees to sell to the Underwriters the Additional SharesShares to be sold by such Selling Shareholder as described below, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [_____] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Firm Shares. On each Option Closing Date, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters the respective number of Additional SharesShares obtained by multiplying the number of Shares specified in the exercise notice by a fraction (a) the numerator of which is the number of Shares set forth next to such Selling Shareholder’s name under “Number of Additional Shares to Be Sold” on Schedule I hereto in the case of each Selling Shareholder and (b) the denominator of which is the total number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine). The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co. Incorporated and Citigroup Global Markets Inc. together, on behalf of the Underwriters, it will not, during the period ending sixty (60) 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, ; (2ii) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i), (ii) or (2iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (bB) as long as the holder of such Common Stock agrees in writing to be bound by the obligations and restrictions contained in the preceding paragraph of this Section 3, the issuance of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with one or more mergers, acquisitions or other strategic transactions in which the Company is the surviving entity or acquiror, provided, however, that the aggregate value of securities issued in accordance with this clause (B) shall not exceed $500 million (with the value of a given security measured on the date of issuance of such security), and (C) as long as the holder of such Common Stock agrees in writing to be bound by the obligations and restrictions contained in the preceding paragraph of this Section 3, the grant of options to purchase shares of Common Stock pursuant to any existing benefit plans of the Company of shares as existing on the date hereof and the issuance of Common Stock upon the exercise of an option warrants for Common Stock outstanding on the date hereof or warrant the exercise of options outstanding on the date hereof or granted pursuant to such plans or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause . (b) aboveEach Underwriter represents, warrants and undertakes, that: (i) it has not offered or sold and, prior to the issuance by expiry of a period of six months from the Company ofClosing Date, will not offer or options sell any Shares to purchasepersons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, Common Stock holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to employees, officers, directors, advisors or consultants the public in the United Kingdom within the meaning of the Company pursuant Public Offers of Securities Regulations 1995, as amended; (ii) it has only communicated or caused to plans described be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the Time meaning of Sale Prospectus section 21 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (or any document incorporated the “FSMA”)) received by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement it in connection with the Commission on Form S-8 relating issue or sale of any Shares in circumstances in which section 21(1) of the FSMA does not apply; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the offering of securities in accordance with Shares in, from or otherwise involving the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanUnited Kingdom.

Agreements to Sell and Purchase. The Company and the Selling Stockholders Fund hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (Fund the “Purchase Price”) the respective number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its name at the name price of such Underwriter$10.00 per Share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Fund further agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from time to time in the aggregate, severally and not jointly, up to 1,275,000 the total number of Additional Shares at the Purchase Price; provided, however, that the amount paid by . If the Underwriters for any Additional Shares shall be reduced by an amount per share equal elect to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right to purchase Additional Shares, Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, on behalf of the Underwriters Underwriters, shall so notify the Fund in whole or in part from time to time in part by giving written notice writing not later than 30 45 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one the same as the Closing Date (1as defined below) business day after the written notice is given and may but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that If any Additional Shares are to be purchased (each an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date purchased as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company Fund hereby agrees that, without the prior written consent of the Morg▇▇ ▇▇▇▇▇▇n▇▇▇ LLC & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of its Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Shares or any other securities so owned convertible into or exercisable or exchangeable for such Common Stock, Shares or (2ii) enter into any swap or other arrangement agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the its Common StockShares, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, or (bB) the issuance by the Company of shares of any Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants Shares of the Company Fund issued pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Company and those Selling Stockholders agree Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [·] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional SharesPrice as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of the ▇▇each of Bear ▇▇▇▇▇▇▇ LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, ; (2ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1i), (ii) or (2iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (aA) the Shares to be sold hereunder, (bB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or C) the issuance by the Company of options or shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, under the Company’s Amended and Restated 2002 Stock Incentive Option Plan, Omnibus Stock Plan or Stock Purchase Plan and the registration of any such options or shares of Common Stock on registration statement Form S-8 or (dD) the filing issuance of shares of Common Stock in connection with any acquisitions, mergers or strategic investments that the Company enters into, subject to the requirement that parties receiving such shares of Common Stock in such transactions agree to be bound by the same restrictions as those set forth in the previous paragraph for the remainder of the 180-day period. In addition, each Selling Shareholder, agrees that, without the prior written consent of each of Bear ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company of issues a registration statement with the Commission on Form S-8 earnings release or material news or a material event relating to the offering Company occurs; or (2) prior to the expiration of securities in accordance with the terms of a plan in effect 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the date hereof and described in last day of the Time of Sale Prospectus, including, without limitation180-day period, the Company’s Amended and Restated Stock Incentive Planrestrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per [ ] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [ ] Additional Shares at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇▇▇ LLC , Sachs & Co. on behalf of the Underwriters, it will not, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date hereof and described disclosed in the Time of Sale Prospectus and the Prospectus, (or any document incorporated by reference therein), including, without limitation, c) the Company’s Amended and Restated Stock Incentive Plan, or the issuance filing by the Company of shares of Common Stock upon registration statements on Form S-8 with respect to the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, Prospectus; or (d) the filing by the Company sale or issuance of a registration statement or entry into an agreement to sell or issue shares of Common Stock in connection with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that, the aggregate number of shares of Common Stock Incentive Plan.that the Company may sell or issue or agree to sell or issue pursuant to this clause

Agreements to Sell and Purchase. The Company Each of the Sellers, severally and the Selling Stockholders not jointly, hereby agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders Sellers the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at $9.50 per ___a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the each Selling Stockholders agree Shareholder, severally and not jointly, agrees to sell to the Underwriters the Additional ___shares of Optional Shares, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 Additional ___Optional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any shares to be sold upon the partial exercise of this right shall be sold ratably by the Selling Shareholders. Any exercise notice shall specify the number of Additional Optional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Optional Shares may be purchased as provided in this Section 5 hereof at 3 solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Optional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Optional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Optional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at a price of $9.50 · per share ADS (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) ADSs set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 · Additional Shares ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Managers may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the next succeeding business day. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten (10) business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 4 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you may determine) that bears the same proportion to the total number of Additional Shares ADSs to be sold purchased on such Option Closing Date as the number of Additional Shares Firm ADSs set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive PlanFirm ADSs.

Agreements to Sell and Purchase. The Company and the Selling Stockholders Fund hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at $9.50 per share (Fund the “Purchase Price”) the number respective numbers of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite its name at $20.00 a Share (the name of such Underwriter“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [ ] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by less an amount per share equal to any dividends or distributions declared by the Company with a record date for payment that is after the Closing Date Fund and payable on the Firm Shares but not payable on such the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice substantially in the form attached hereto as Appendix A not later than 30 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 6 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company Fund hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC Representatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending sixty (60) 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Shares or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockShares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained Shares; provided that nothing in this agreement shall prevent the preceding paragraph shall not apply to (a) the Fund from issuing Common Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to issue and sell, and the Selling Stockholders hereby agree Shareholder agrees to sell sell, to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders Shareholder the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $9.50 per US$[•] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Shareholder agrees to sell sell, to the Underwriters the Additional Shares, and the Underwriters shall have the right option to purchase, severally and not jointly, up to 1,275,000 [•] Additional Shares at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters option in whole or in part from time to time in part on a maximum of two occasions by giving written notice to the Company and the Selling Shareholder not later than 30 [30] days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) two business day days after the written notice is given and may not be earlier than the closing date Closing Date (as defined in Section 5) for the Firm Shares nor later than ten (10) business days after the date of such noticenotice (unless such date is in the agreement of the Company, the Selling Shareholder and the Underwriters). Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company and the Selling Stockholders Stockholder hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders Stockholder at $9.50 per 8.7875 a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at the option of the Underwriters. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Firm Shares to be sold on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III II hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. In addition, the Selling Stockholder hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Selling Stockholder, all or a portion of the Option Shares at the same purchase price per share to be paid by the Underwriters to the Selling Stockholder for the Firm Shares as set forth opposite the names of such Underwriters on Schedule II hereto. This option may be exercised by the 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 and the Selling Stockholder, which notice may be electronic (“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 shall not be earlier than the Closing Date (as defined in Section 5) 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. As of the Option Closing Date, the Selling Stockholder will sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice. Each of the Company and the Selling Stockholder hereby agrees that, without the prior written consent of the ▇▇▇▇B. ▇▇▇▇▇ LLC Securities Inc. on behalf of the Underwriters, it will not, during the period ending sixty (60) 30 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act) ”)), or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, otherwise or (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, (c) transactions by the Selling Stockholder relating to shares of Common Stock or grants other securities acquired in open market transactions after the completion of stock optionsthe offering of the Shares, restricted stock provided that no filing under Section 16(a) of the Exchange Act shall be required or restricted stock units shall be voluntarily made in accordance connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by the terms Selling Stockholder of a plan in effect on the Closing Date and described in the Time shares of Sale Prospectus (Common Stock or any document incorporated security convertible into Common Stock as a bona fide gift, (e) distributions by reference therein)the Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the Selling Stockholder, including, without limitation, (f) the Company’s Amended and Restated Stock Incentive Plan, offer or the issuance by the Company of shares of Common Stock upon or any other securities convertible into or exercisable or exchangeable for Common Stock in connection with the exercise thereof, (c) except as contemplated by clause (b) aboveacquisition of another business, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants merger of the Company with or into another company or a similar transaction, provided that, the aggregate number of shares of Common Stock offered or issued pursuant to plans described in this clause (f) shall not exceed 7.5% of the Time total number of Sale Prospectus outstanding shares of Common Stock issued and outstanding as of the date of this Agreement, or (g) grants or any document incorporated by reference therein), including, without limitation, issuances of securities pursuant to awards under the Company’s Amended and Restated Stock 2016 Long-Term Incentive Plan, Second Long-Term Incentive Plan, Employee Stock Purchase Plan, 2018 Omnibus Incentive Plan or (d) the filing by any other incentive compensation plan of the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (d), including(e) or (f), without limitation(i) each donee, distributee, purchaser or recipient shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were the Selling Stockholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period, (h) the establishment of a trading plan pursuant to Rule 10b5-l under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Stockholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, or (i) the negotiation and/or execution of any definitive agreement by the Company in connection with the acquisition of another business, the merger of the Company with or into another company or a similar transaction pursuant to which the Company is, or may be, required to issue any shares of its Common Stock, provided that (i) the consummation of such acquisition, merger or similar transaction is subject to a condition that such acquisition, merger or similar transaction shall be put to a vote of the holders of the Company’s Amended capital stock entitled to vote generally in the election of the Company’s directors and Restated shall be approved by a majority of the votes cast by such holders and (ii) such agreement does not provide for the issuance, transfer or disposition, directly or indirectly, of any shares of Common Stock Incentive Planduring the Restricted Period. In addition, the Selling Stockholder, agrees that, without the prior written consent of B. ▇▇▇▇▇ Securities on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Company Each Seller, severally and the Selling Stockholders not jointly, hereby agree agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company and Selling Stockholders such Seller at $9.50 per [•] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto under the column titled “Number of Firm Shares To Be Purchased” opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,275,000 [●] Additional Shares at the Purchase Price; , provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof at solely for the option purpose of covering over-allotments made in connection with the offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Firm Shares set forth in Schedule III I hereto opposite the name of such Selling Stockholder Underwriter bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇▇▇▇▇▇ LLC on behalf of the Underwriters, it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company hereby agrees to issue and the sell 4,000,000 Shares, and each Selling Stockholders Shareholder, severally and not jointly, hereby agree agrees to sell the number of Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto, to the several Underwriters, severally and not jointly, at a price of $__. per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, hereby agrees, severally and not jointly, to purchase from each Seller, at the Company and Selling Stockholders at $9.50 per share (the “Purchase Price”) , the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter in Schedule II hereto (such Underwriter’s “Several Commitment”) that bears the same proportion to the number of Firm Shares to be sold by each such Seller as the Underwriter’s Several Commitment bears to the total number of Firm Shares, subject, in each case, to such adjustments as ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares. On Moreover, the Selling Shareholders, severally and not jointly, hereby agree to sell up to an aggregate of 1,650,000 Additional Shares to the Underwriters, severally and not jointly (each Selling Shareholder hereby agreeing to sell up to the number of Additional Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto), at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to 1,275,000 the Additional Shares Shares, at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date (as defined in Section 5) or later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided by the Underwriters solely for the purpose of covering over-allotments made in Section 5 hereof at connection with the option offering of the UnderwritersFirm Shares. On each day, if any, that Additional Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold purchased on such Option Closing Date as the number of Additional Shares set forth in Schedule III opposite the name of such Selling Stockholder Underwriter’s Several Commitment bears to the total number of Additional Firm Shares. The Company hereby agrees that, without the prior written consent of the ▇▇▇▇subject, in each case, to such adjustments as ▇▇▇▇▇ LLC on behalf in its sole discretion shall make to eliminate any sales or purchases of fractional shares. Each Selling Shareholder agrees to comply with the terms and conditions of the Underwriters, Lock-Up Agreement that it will not, during the period ending sixty (60) days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating has executed and delivered to the offering of any shares of Common Stock Representatives on or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on before the date hereof, or grants which Lock-Up Agreement was executed in substantially the form of stock optionsExhibit D hereto. Each Selling Shareholder agrees to advise the Representatives promptly, restricted stock or restricted stock units and, if requested by the Representatives, to confirm such advice in accordance with the terms writing, so long as delivery of a plan prospectus relating to the Shares by an underwriter or dealer may be required under the Securities Act, of any change in effect on information contained in the Closing Date and described in Registration Statement, the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options Prospectus that relates to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock Incentive Plansuch Selling Shareholder.