Common use of Delivery of and Payment for the Stock Clause in Contracts

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxx., Xxxxxxx, Xxxxx 00000 at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier later than the second (2nd) fifth business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “"Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the that shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the that shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock a "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “"Delivery Date”". Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives Underwriter and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunderthe Underwriter. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriter shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) at 5:00 p.m., New York City time, 30 days after the date of this Agreement and may be exercised in whole or from time to time (but not more than twice) in part by written notice being given to the Company by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives Underwriter and of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunderthe Underwriter. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial First Delivery Date.” On the First Delivery of Date, the Company and each Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and each Selling Stockholder shall make the certificates representing the Firm Stock available for inspection by the Representatives in Menlo Park, California, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement (the “Option Expiration Date”) and may be exercised in whole or in part from time to time in part by written notice being given to the Company and the Option Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an a “Option Stock Second Delivery Date”, ” and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company and each Option Selling Stockholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company and the Option Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company and the Option Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives in Menlo Park, California, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 9:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesCompany; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 9:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, Boston, Massachusetts, at 10:00 A.M., New York City Eastern time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified a bank account designated by the Company. The Company shall deliver the Firm Shares to Xxxxxx Brothers Inc. through the facilities of the Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver make the certificates representing the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless available for inspection by the Representatives shall otherwise instructin New York, New York, not later than 2:00 P.M., Eastern time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued exercised and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock a "Subsequent Delivery Date”, " and the Initial First Delivery Date and any Option Stock Subsequent Delivery Date are sometimes each referred to as a “"Delivery Date”". Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., Eastern time, on such Subsequent Delivery Date. On the applicable Option Stock such Subsequent Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds funds. The Company shall deliver the Option Stock to Xxxxxx Brothers Inc. through the facilities of DTC for the respective accounts specified by of the Companyseveral Underwriters. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver make the certificates representing the Option Stock through the facilities of DTC unless available for inspection by the Representatives shall otherwise instructin New York, New York, not later than 2:00 P.M., Eastern time, on the business day prior to such Subsequent Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Underwriter for the its account of each Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the respective aggregate purchase prices price of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriter shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesUnderwriter; provided provided, however, that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercisedexercised unless otherwise agreed in writing by the Company and the Underwriter. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Underwriter for the account of each the Underwriter against payment by the several Underwriters through the Representatives Underwriter of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) or at such other date or place as shall be determined by agreement between the Representatives Lead Managers and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives Lead Managers for the account of each Underwriter International Manager against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. The Company shall deliver Upon delivery, the Firm Stock through shall be registered in such names and in such denominations as the facilities Lead Managers shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of The Depository Trust Company (“DTC”) unless expediting the Representatives shall otherwise instruct. The option checking and packaging of the certificates for the Option Firm Stock, the Company shall make the certificates representing the Firm Stock granted available for inspection by the Lead Managers in Section 2 will expire thirty (30) days New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time, or from time to time, on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 2 may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayLead Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Managers, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock the "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock the Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Lead Managers and the Company) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On the applicable Option Stock Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. The Company shall deliver Upon delivery, the Option Stock through shall be registered in such names and in such denominations as the facilities Lead Managers shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representatives checking and packaging of the certificates for the Option Stock, the Company shall otherwise instructmake the certificates representing the Option Stock available for inspection by the Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) [third] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. In addition, subject to the sale of the Firm Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 [10:00] A.M., New York City time, at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and to or upon the order of the Company of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment ------------------------------------- for the Firm Stock shall be made at the office of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The option For the purpose of expediting the checking and packaging of the certificates for the Option Firm Stock, the Company shall make the certificates representing the Firm Stock granted available for inspection by the Representatives in Section 2 will expire thirty (30) days New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement and the Option may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option Option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option Option shall have been exercised nor later than the fifth (5th) business day after the date on which the options Option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock the "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock the Second Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On ) at 10:00 A.M., New York City time, on the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.Second

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Gxxxxxx Procter LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial First Delivery Date.” On the First Delivery of Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Stock shall be made through the facilities of The Depository Trust Company (“DTC”) the DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is are sometimes referred to as an a “Option Stock Subsequent Delivery Date”, ” and the Initial First Delivery Date and any Option Stock Subsequent Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the CompanyCustodian) at 10:00 A.M., New York City time, on each such Subsequent Delivery Date. On the applicable Option Stock such Subsequent Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to be purchased on such Subsequent Delivery Date to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Option Stock shall be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, provided that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the options shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.a.m., New York City time, on the third (3rdor, if the purchase price set forth in Section 2 is determined after 4:30 p.m., New York City time, the fourth) full business day following after the date of this Agreement Agreement, or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices price of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.a.m., New York City time, on the third (3rd) full business day following the date of this Agreement March 10, 2015 or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time when the shares of Option Stock are to be delivered shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” For the Firm Stock delivered by the Selling Stockholders, such delivery shall be made at the office of Ropes & Xxxx, LLP. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock (except such Firm Stock held by the Selling Stockholders) through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option For the Firm Stock delivered by the Selling Stockholders, upon delivery, the Selling Stockholders shall register such Firm Stock in such names and in such denominations as the Representatives shall request in writing no less than two full business days prior to the Initial Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Option Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Initial Delivery Date. The options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the offices of Ropes & Xxxx, LLP at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery of the Option Stock, the Selling Stockholders shall deliver register such Option Stock in such names and in such denominations as the Representatives shall request in writing no less than two full business days prior to the Option Stock through Delivery Date. For the facilities purpose of DTC unless expediting the checking and packaging of the certificates for the Option Stock, the Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives shall otherwise instructin New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Option Stock Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Option Stock Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercisedexercised nor later than the fifth business day after the date on which the options shall have been exercised unless otherwise agreed in writing by the Company and the Representatives. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and the Option Stock Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company and the Option Stock Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company and the Option Stock Selling Stockholders to or upon the order of the Company and the Option Stock Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Option Stock Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Option Stock Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 [10:00] A.M., New York City time, on the third (3rd) [third] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. This date and time are sometimes referred to herein as the “Initial First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery of Date, the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company Custodian of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Company, the Selling Stockholders and the Custodian by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an a “Option Stock Second Delivery Date”, ” and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Custodian) at 10:00 A.M., New York City time, on such Second Delivery Date, . The Selling Stockholders shall cause the Company shall Custodian to deliver or cause to be delivered delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company Custodian of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on the third (3rd) full business day following the date of this Agreement (or the fourth business day if this Agreement is executed after 4:30 p.m. New York City time) or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls . If the option is exercised in part, the Underwriters shall purchase on a day pro rata basis from the Company and each Selling Stockholder that is not a business daynumber of shares of Option Stock offered by the Company and each Selling Stockholder, as the option granted in case may be, pursuant to Section 2 will expire on the next succeeding business day3 hereof. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock a "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “"Delivery Date”". Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Representatives, the Company and the Selling Stockholders) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company and each Selling Stockholder shall deliver or cause to be delivered the certificates representing the Option Stock to be sold by them to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to or upon the accounts specified order of the Company, and in the case of the Selling Stockholders, to a bank account designated by the CompanyCustodian pursuant to the Irrevocable Power of Attorney and Custody Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company and each Selling Stockholder shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the that shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City timetime at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the respective aggregate purchase prices of the Firm Stock being sold by the Company Selling Stockholders to or upon the order of the Company of the purchase price Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Each of the Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Underwriter shall otherwise instruct. In addition, payment of the purchase price for the Repurchase Stock shall be made by the Company to the Underwriter in Federal or other funds immediately available in New York City to an account designated by the Underwriter against delivery of such Repurchase Stock for the account of the Company at such place as shall be agreed upon by the Underwriter and the Company, on the Initial Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders subject to such option by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City timetime at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered delivered, the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives Underwriter of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company of the purchase price Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.a.m., New York City time, on the third (3rd) full business day following the date of this Agreement April 15, 2016 or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Underwriter for the account of each the Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company Underwriter to or upon the order of the Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriter shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the CompanySelling Stockholder. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered the Option Stock to the Representatives Underwriter for the account of each the Underwriter against payment by the several Underwriters through the Representatives Underwriter and of the aggregate purchase price of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Stockholders shall deliver their respective portions of the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the aggregate purchase price of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Weil, Gotshal & Mangxx XXX, 767 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or the fourth business day if this Agreement is executed after 4:30 p.m. New York City time or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) third business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock a "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 [10:00] A.M., New York City time, on the third (3rd) second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanySelling Stockholder. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. In addition, subject to the sale of the Firm Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representative, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholder by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanySelling Stockholder. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives Representative for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Cooley Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000, at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial First Delivery Date.” On the First Delivery of Date, the Company (with respect to the Company Firm Stock) and each Selling Stockholder (with respect to the Selling Stockholder Firm Stock to be sold by such Selling Stockholder) shall deliver or cause to be delivered the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued exercised and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an a “Option Stock Subsequent Delivery Date”, ” and the Initial First Delivery Date and any Option Stock Subsequent Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on each such Subsequent Delivery Date. On the applicable Option Stock each such Subsequent Delivery Date, the Company and the Selling Stockholders listed on Schedule 3 shall deliver or cause to be delivered the Option Stock to be purchased on such Subsequent Delivery Date to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company and such Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New Yoxx 00000, ax 00:00 A.M., New York City timeXxx Xxxx Xxxx xxxx, on the third (3rd) full business xx xxx [xxxxx / xxxxxx] xxxx xxxxness day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery of , the Company shall deliver or cause to be delivered the Firm Stock shall be made to through the Representatives facilities of the Depository Trust Company ("DTC") for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part at any time during such period (but not more than once) by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock Delivery Date”, a "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “Delivery Date”"DELIVERY DATE". Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to through the Representatives facilities of the DTC for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Company, the Oaktree Stockholders and the Advance Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company certain Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Companysuch Selling Stockholders. On the applicable each Option Stock Delivery Date, the Company such Selling Stockholders shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company such Selling Stockholders to or upon the order of the Company such Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companysuch Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Such Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.a.m., New York City time, on the third (3rd) full business day following the date of this Agreement September 30, 2016 or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “"Initial Delivery Date.” " Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company Firm Selling Stockholders to or upon the order of the Company of the purchase price Firm Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanyFirm Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Stock shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Option Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock Delivery Date”, "OPTION STOCK DELIVERY DATE," and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. "DELIVERY DATE." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable ) at 10:00 A.M., New York City time, on such Option Stock Delivery Date, the Company shall deliver or cause to be delivered . Delivery of the Option Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase price prices of the Option Stock being sold by the Company Option Selling Stockholders to or upon the order of the Company of the purchase price Option Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanyOption Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of the Firm Stock shall deliver the Option Stock be made through the facilities of DTC The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 A.M., New York City time, on the third (3rdfourth, if pricing occurs after 4:30 p.m. New York City time) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Lead Managers and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives Lead Managers for the account of each Underwriter International Manager against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companytransfer. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. The Company shall deliver Upon delivery, the Firm Stock through shall be registered in such names and in such denominations as the facilities Lead Managers shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of The Depository Trust Company (“DTC”) unless expediting the Representatives shall otherwise instruct. The option checking and packaging of the certificates for the Option Firm Stock, the Company shall make the certificates representing the Firm Stock granted available for inspection by the Lead Managers in Section 2 will expire thirty (30) days New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 2 may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayLead Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Managers, when the shares of the Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock the "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock the Second Delivery Date are sometimes each referred to as a “"Delivery Date”". Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Lead Managers and the Company) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On the applicable Option Stock Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companytransfer. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. The Company shall deliver Upon delivery, the Option Stock through shall be registered in such names and in such denominations as the facilities Lead Managers shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representatives checking and packaging of the certificates for the Option Stock, the Company shall otherwise instructmake the certificates representing the Option Stock available for inspection by the Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative, the Company and the CompanySelling Stockholders. This date and time are sometimes referred to herein as the “"Initial Delivery Date.” " Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Company Selling Stockholder to or upon the order of the Company of the purchase price Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement and payment to each Selling Stockholder is a further condition of the obligation of each Underwriter and Selling Stockholder, as applicable, hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “"Option Stock Delivery Date”, ," and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Representative, the Company and the Selling Stockholders) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, . Delivery of the Company Firm Stock shall deliver or cause to be delivered the Option Stock made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price prices of the Option Firm Stock being sold by the Company Selling Stockholders to or upon the order of the Company of the purchase price Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement and payment to each Selling Stockholder is a further condition of the obligation of each Underwriter and Selling Stockholder, as applicable, hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Company and the CompanySelling Stockholder. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company (on behalf of the Selling Stockholder) or the Selling Stockholder shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Company and the CompanySelling Stockholder. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company (on behalf of the Selling Stockholder) or the Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 9:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement December 2, 2022 or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 9:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives Representative for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “"Initial Delivery Date.” " Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Stock shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “"Option Stock Delivery Date”, ," and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Representative and the Company) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, . Delivery of the Company Firm Stock shall deliver or cause to be delivered the Option Stock made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price prices of the Option Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of the Firm Stock shall deliver the Option Stock be made through the facilities of DTC The Depository Trust Company unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives Representative for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 9:00 A.M., New York City time, on the third (3rd) second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesAgreement; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. The option granted in Section 2 may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 9:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Underwriter for the account of each the Underwriter against payment by the several Underwriters through the Representatives Underwriter and of the respective aggregate purchase prices of the Firm Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriter shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement Agreement, may be exercised solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares, and shall be exercised only to cover a short position at the time of exercise. The options may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, provided that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives Underwriter and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, at the offices of Lxxxxx and Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyIssuer. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and to or upon the order of the Issuer of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company Issuer of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyIssuer. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Unless the Representatives shall otherwise instruct, the Issuer shall deliver the Firm Stock through the facilities of The Depository Depositary Trust Company (“DTC”) unless the Representatives shall otherwise instruct). The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Issuer by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Issuer and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, at the offices of Lxxxxx and Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyIssuer. On the applicable Option Stock Delivery Date, the Company Issuer shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Issuer to or upon the order of the Company Issuer of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyIssuer. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Unless the Representatives shall otherwise instruct, the Issuer shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instructDTC.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in certified or official bank check or checks payable in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock the "Second Delivery Date”, " and the Initial First Delivery Date and the any Option Stock Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on the such Second Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in certified or official bank check or checks payable in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement (i.e., December 16, 2014) or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives Underwriter and of the respective aggregate purchase prices of the Firm Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the respective accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriter shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the an option shall have been exercised nor later than the fifth (5th) business day after the date on which the options an option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders hereto and payment for the Option Stock by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in accordance with the provisions of the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. On the applicable Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives Underwriter and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders hereto to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholders shall deliver the applicable shares of Option Stock through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, at the offices of Xxxxxx and Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyIssuer. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and to or upon the order of the Issuer of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company Issuer of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyIssuer. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Unless the Representatives shall otherwise instruct, the Issuer shall deliver the Firm Stock through the facilities of The Depository Depositary Trust Company (“DTC”) unless the Representatives shall otherwise instruct). The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Issuer by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Issuer and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, at the offices of Xxxxxx and Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyIssuer. On the applicable Option Stock Delivery Date, the Company Issuer shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Issuer to or upon the order of the Company Issuer of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyIssuer. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Unless the Representatives shall otherwise instruct, the Issuer shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instructDTC.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.a.m., New York City time, on the third (3rd) full business day following the date of this Agreement January 29, 2014 or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanySelling Stockholder. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Clifxxxx Xxxnce Rogexx & Xellx XXX, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company and the Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through shall be registered in such names and in such denominations as the facilities Representative shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of The Depository Trust expediting the checking and packaging of the certificates for the Firm Stock, the Company (“DTC”) unless and the Representatives Selling Stockholder shall otherwise instructmake the certificates representing the Firm Stock available for inspection by the Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Selling Stockholder and the Company by the Representatives; provided that if such date falls Representative. If the Option is exercised in part, the Underwriters shall purchase on a day pro rata basis from the Selling Stockholder that is not a business day, number of shares of Option Stock offered by the option granted in Selling Stockholder pursuant to Section 2 will expire on the next succeeding business day3 hereof. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock a "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Representative and the Selling Stockholder) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through shall be registered in such names and in such denominations as the facilities Representative shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representatives checking and packaging of the certificates for the Option Stock, the Selling 11 Stockholder shall otherwise instructmake the certificates representing the Option Stock available for inspection by the Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York City time10153, on the third (3rd) full business day at 10:00 A.X., Xxw York Xxxx xxxx, xx xxx xxxxxx xxxx xxxxxxxx xxy following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery of , the Selling Stockholders shall deliver or cause to be delivered security entitlements with respect to the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time but in part no event more than twice, by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock Delivery Date”, a "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “Delivery Date”. "DELIVERY DATE." Delivery of the Option Stock by the Company security entitlements with respect to and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company Selling Stockholders who are selling the Option Stock shall deliver or cause to be delivered the security entitlements with respect to the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company such Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.Underwriter

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices price of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part on not more than one occasion by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) [third] business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.a.m., New York City time, on the third (3rd) full business day following the date of this Agreement October 16, 2013 or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholder and the Company, as applicable, by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time when the shares of Option Stock are to be delivered shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Selling Stockholder and the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Selling Stockholder and/or the Company, as applicable. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder and/or the Company, as applicable, shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholder and/or the Company, as applicable, to or upon the order of the Company Selling Stockholder and/or the Company, as applicable, of the purchase price by wire transfer in immediately available funds to the accounts specified by the Selling Stockholder and/or the Company, as applicable. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Selling Stockholder and the Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.the offices of Dewey Ballantine LLP, 1301 Avenue xx xxx Xxxxxxxx, New York City timeXxxx, XX 00000 xx 00:00 X.X., Xxx Xxxx Xxxx xxxe, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “"Initial Delivery Date.” " Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company Firm Selling Stockholders to or upon the order of the Company of the purchase price Firm Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanyFirm Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Stock shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Option Selling Stockholders by the Representatives; provided PROVIDED that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock Delivery Date”, "OPTION STOCK DELIVERY DATE," and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. "DELIVERY DATE." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable ) at 10:00 A.M., New York City time, on such Option Stock Delivery Date, the Company shall deliver or cause to be delivered . Delivery of the Option Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase price prices of the Option Stock being sold by the Company Option Selling Stockholders to or upon the order of the Company of the purchase price Option Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanyOption Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of the Firm Stock shall deliver the Option Stock be made through the facilities of DTC The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement August 21, 2009 or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (the “DTC”) unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, provided that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement [•], 2021 or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 [10:00] A.M., New York City time, on the third (3rd) second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesCompany; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 [10:00] A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentatives within such 30-day period; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.a.m., New York City time, on the third (3rd) second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided provided, however, that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercisedexercised unless otherwise agreed in writing by the Company and the Representative. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 the offices of Xxxxxx Godward LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, at 7:00 A.M., New York City Pacific time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives Underwriters for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through shall be registered in such names and in such denominations as the facilities Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of The Depository Trust Company (“DTC”) unless expediting the Representatives checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall otherwise instructmake the certificates representing the Firm Stock available for inspection by the Underwriters in San Diego, California, not later than 11:00 A.M., Pacific time, on the business day prior to the First Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayUnderwriters. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock a "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company security entitlements with respect to and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the Company) at 7:00 A.M., Pacific time, on such Second Delivery Date. On the applicable Option Stock such Second Delivery Date, the Company Company, the Selling Stockholders or the Custodian shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Underwriters for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company Custodian of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through shall be registered in such names and in such denominations as the facilities Underwriters shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representatives checking and packaging of the certificates for the Option Stock, the Custodian shall otherwise instructmake the certificates representing the Option Stock available for inspection by the Underwriters in San Diego, California, not later than 11:00 A.M., Pacific time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement December 13, 2010 or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised only once in whole or from time to time in part part, by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representatives, Sprint and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the respective accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and Sprint by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Sprint and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySprint. On the applicable Option Stock Delivery Date, the Company Sprint shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company Sprint to or upon the order of the Company Sprint of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanySprint. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Sprint shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) [fourth] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the and denominations in which the shares of Option Stock are to be issued registered and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between among the Representatives Representatives, the Selling Stockholders and the Company. On the applicable Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 [10:00] A.M., New York City time, on the third (3rd) second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock to the Underwriter against payment of the purchase price therefor in immediately available funds by wire transfer shall be made at 10:00 A.M.prior to 1:00 p.m., New York City time, on January 30, 2004, in book-entry form through the third facilities of The Depository Trust Company, New York, New York (3rd) full business day following the date of this Agreement "DTC"), or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial "First Delivery Date.” " Delivery of the documents required by Section 7 hereof with respect to Firm Stock shall be made to at such time and date at the Representatives for offices of Vinson & Elkins L.L.P., 2300 First City Tower, 1001 Fannin, Houston, Xxxxx 77000, xx at such other date or place as xxxxx xx xxxxxxxxxx xx xxxxxxxxx between the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayUnderwriter. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued issued, as determined by the Underwriter, and the date and time, as determined by the RepresentativesUnderwriter and the Company, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock a "Second Delivery Date”, " and the Initial First Delivery Date and any Option Stock Second Delivery Date are sometimes each referred to as a “"Delivery Date”". Delivery of the Option Stock by to the Underwriter shall be made in book-entry form through the facilities of the DTC (or at such place as the Underwriter and the Company may mutually agree upon), against payment of the purchase price therefor in immediately available funds by wire transfer. Such payment and payment for the Option Stock by the several Underwriters through the Representatives delivery shall be made at 10:00 A.M.a.m., New York City time, on the date specified in Second Delivery Date (which may be the corresponding notice described in same as the preceding paragraph or at such First Delivery Date), unless some other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instructare agreed upon.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock by the Company shall be made at the office of Xxxxxx & Xxxxxx L.L.P. at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery, the Company, shall deliver register the Firm Stock through in such names and in such denominations as the facilities of The Depository Trust Company (“DTC”) unless Representative shall request in writing not less than two full business days prior to the Representatives shall otherwise instructInitial Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives Representative shall be made at the office of Xxxxxx & Xxxxxx L.L.P. at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery, the Company, shall deliver register the Option Stock through in such names and in such denominations as the facilities of DTC unless Representative shall request in writing not less than two full business days prior to the Representatives shall otherwise instructInitial Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Underwriter for the its account of each Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company and the Selling Stockholders shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriter shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercisedexercised unless otherwise agreed in writing by the Company and the Underwriter. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and the Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the Company. On the applicable each Option Stock Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives Underwriter for the account of each the Underwriter against payment by the several Underwriters through the Representatives Underwriter of the aggregate purchase price prices of the Option Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company and the Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “"Initial Delivery Date.” " Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “"Option Stock Delivery Date”, ," and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company and the Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase price prices of the Option Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company of and the purchase price Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholder. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. In addition, subject to the sale of the Firm Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholder. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M.the office of Andrews & Kurth L.L.P., New York City time600 Travis, Suite 4200, Houston, Texas 77000, xt 9:00 X.M., Houstxx, Xxxxx xxxx, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Selling Stockholders and the Company. This date and time are sometimes referred to herein as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery of , the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The option For the purpose of expediting the checking and packaging of the certificates for the Option Firm Stock, the Selling Stockholders shall, or shall cause a custodian to, make the certificates representing the Firm Stock granted available for inspection by the Representatives in Section 2 will expire thirty (30) days New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement and Agreement, the options granted in Section 3 above may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, . Exercise of these options shall be exercised pro rata among the option granted Selling Stockholders set forth in Section Schedule 2 will expire on hereto as determined by the next succeeding business dayRepresentatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each The date and time the shares of Option Stock are delivered is are sometimes referred to as an “Option Stock Delivery Date”, the "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Stock the Second Delivery Date are sometimes each referred to as a “Delivery Date”"DELIVERY DATE". Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Selling Stockholders and the Company) at 9:00 A.M., Dallas, Texas time, on the Second Delivery Date. On the applicable Option Stock Second Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Stock through the facilities of DTC unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or and the Selling Stockholders upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.at

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement November 16, 2011, or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on the third (3rd) fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Company Firm Selling Stockholders to or upon the order of the Company of the purchase price Firm Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanyFirm Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Stock shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Option Selling Stockholders by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Representative and the Company) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered . Delivery of the Option Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price prices of the Option Stock being sold by the Company Option Selling Stockholders to or upon the order of the Company of the purchase price Option Selling Stockholders by wire transfer in immediately available funds to the accounts specified by the CompanyOption Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of the Firm Stock shall deliver the Option Stock be made through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 [10:00] A.M., New York City time, on the third (3rd) full business day following the date of this Agreement [•], 2016 or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and the Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between among the Representatives Representatives, the Company and the CompanySelling Stockholders. On the applicable each Option Stock Delivery Date, the Company and the Selling Stockholders shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “"Initial Delivery Date.” " Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “"Option Stock Delivery Date”, ," and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “"Delivery Date”. ." Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third second (3rdthird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyFirm Selling Stockholder. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company Firm Selling Stockholder to or upon the order of the Company Firm Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyFirm Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Firm Selling Stockholder shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on , 2019 at the third (3rd) full business day following the date offices of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyXxxxxx & Xxxxxxx LLP. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in Federal or other immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, ,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct. The Company hereby confirms their engagement of Barclays Capital Inc. as, and Barclays Capital Inc. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of FINRA Rule 5121 (“Rule 5121”) with respect to the offering and sale of the Securities. Barclays Capital Inc., solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock options granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options shall have been exercisedexercised nor later than the fifth business day after the date on which the options shall have been exercised unless otherwise agreed in writing by the Selling Stockholders and the Representatives. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date,”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Stock by the Company Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. On the applicable each Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third (3rd) second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 hereof will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 hereof will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the applicable each Option Stock Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on the third second (3rdthird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyCompany and the Selling Stockholder. This date and time are sometimes referred to herein as the “Initial Delivery Date.” ”. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Stockholder shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The option for the Option Stock granted in Section 2 3 will expire thirty (30) 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the options option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Stock by the Company Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholder. On the applicable each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the aggregate purchase price prices of the Option Stock being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.