Extract to table

Securities and Exchange Commission (the "Commission" or "SEC") under the Securities Act of 1933, as amended (the "Act"), which registration statement, including all amendments thereto and exhibits thereto, relates to the public offering of Common Stock as described herein; WHEREAS, the registration statement, as amended at the time it becomes effective, together with all exhibits thereto, is referred to herein as the "Registration Statement," and the final prospectus included as part of the Registration Statement, as supplemented from time to time, is referred to herein as the "Prospectus"; and WHEREAS, the Company has applied for listing of the Common Stock on ; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

), or such other date as the Representative and the Company shall agree in writing

"Issuer Free Writing Prospectus" means each Free Writing Prospectus that the Company or the Selling Stockholder has filed or is required to file pursuant to Rule 433(d) under the Act

00 per share), which the Representative, on behalf of the several Underwriters, shall have the option to purchase from the Company pursuant to Section 2

1 Agreement to Sell and Purchase (a) On the basis of the representations, warranties, and covenants herein contained, and subject to the terms and conditions set forth in this Agreement and the Pricing Agreement, the Company agrees to issue and sell the Company Shares to the several Underwriters, and the Selling Stockholder agrees to sell the Selling Stockholder Shares to the several Underwriters

(b) The obligation of each Underwriter to purchase the Base Shares shall be subject to the conditions set forth in Section 8 of this Agreement and to the execution and delivery of the Pricing Agreement