Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter to the Selling stockholders for the Stock will be $22.4425 per share (the “Purchase Price”). The Selling stockholders will deliver the Firm Stock to the Underwriter through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 2020, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock may be varied by agreement among the Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 _____ per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Representative payable to the order of the Company for the Firm Stock sold by the Selling stockholders them, all at the offices of Xxxxxx Rxxx Xxxxx LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13______, 20202013, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentative. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company Company, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representative payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Xxxxxx Rxxx Xxxxx LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 $ per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through Representatives for the facilities respective accounts of The Depository Trust Company, the several Underwriters (in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank specified by acceptable to XX Xxxxx, payable to the Company for order of the Firm Stock sold by the Selling stockholders Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 20202005, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterXX Xxxxx. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day twenty-four hours prior to the First Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” XX Xxxxx described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter XX Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Selling stockholders Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriter through Underwriters (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank acceptable to the Underwriter XX Xxxxx payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Optional Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full on the business day prior to preceding the Option Closing Date. The Underwriter proposes Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company that number of shares of Firm Stock (rounded up or down, as determined by Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 $ per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through Representatives for the facilities respective accounts of The Depository Trust Company, the several Underwriters (in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to Xxxxx, payable to the Company for order of the Firm Stock sold by the Selling stockholders Company, all at the offices of Xxxxxx LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 20202006, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company, the Selling stockholders Company and the UnderwriterXxxxx. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day twenty-four hours prior to the First Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Xxxxx described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Selling stockholders Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriter through Underwriters (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriter Xxxxx payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Xxxxxx LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Optional Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full on the business day prior to preceding the Option Closing Date. The Underwriter proposes Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [•] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP, 00 Xxxxxx Xxxxx, New York, New York 10001. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M.[•] [A][P].M., New York time, on July 13[•], 20202022, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the respective Company the numbers of shares of Firm Stock set forth opposite the names of the Underwriter in Schedule A hereto. The Firm Stock are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (the “Public Offering Price”). The purchase price per share to be paid by the Underwriter to the Selling stockholders Company for the Stock will be $22.4425 [•] per share (representing 92% of the Public Offering Price) (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter , through the facilities of The the Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP. Xxxxxxx & Xxxxxxx, P.C. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M.[•] [A][P].M., New York time, on July 13[•], 20202023, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase PricePrice less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Optional Stock. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment delivered by the Underwriter to eliminate fractions). Such the Company described below and the Underwriter agrees to purchase such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided provided, however, that notice of such exercise must be delivered not more than two forty-five (245) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 16.2475 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 132, 20202018, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentative. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to specified by the Underwriter Company payable to the order of the Selling stockholders for the Optional Stock sold by themCompany, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 2.82 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Company for Representative payable to the Firm Stock sold by order of the Selling stockholders Company, all at the offices of Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13October 10, 20202018, or at such other time as the Representative and the Company mutually agree, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentative. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon written notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York timeCompany, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representative payable to the order of the Selling stockholders for the Optional Stock sold by themCompany, all at the offices of Xxxxxx Xxxxxx, Xxxxx & Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company, the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 0.564 per share of Common Stock (the “Purchase Price”). The Selling stockholders Company will deliver to the Representative for the respective accounts of the several Underwriters, the Firm Stock to the Underwriter through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Representative payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX, 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 1315, 20202019, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateUnderwriters. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company and for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver to the Representative for the respective accounts of the several Underwriters, the Optional Stock to the Underwriter through the facilities of The Depository Trust Company Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representative payable to the order of the Selling stockholders Company for the Optional Stock sold by themit, all at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder agrees severally and not jointly to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders for the Stock will be $22.4425 16.215 per share (the “Purchase Price”). The Selling stockholders will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust CompanyDTC, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company Selling stockholders given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the such Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company Selling stockholders for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLPDLA Piper LLP (US). Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13August 19, 20202022, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, between the Selling stockholders and the UnderwriterRepresentatives. If any In the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery of the Shares are certificatedFirm Stock through the facilities of DTC, the Selling stockholders shall make certificates (if available) for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 16.92 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13August 6, 20202021, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholdersCompany. The option granted hereby shall be exercised by written notice being given to the Selling stockholders Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days (or one (1) business day in the case notice is given prior to the initial Closing Date) nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representatives for the respective accounts of the several Underwriters in the case of the Company, through the facilities of The Depository Trust Company Company, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representatives payable to the order of the Selling stockholders for the Optional Stock sold by themCompany, all at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the respective numbers of Company 44,000,000 shares of Firm Stock set forth opposite the names and Warrants to purchase 44,000,000 shares of the Underwriter in Schedule A heretoCommon Stock. The purchase price per share of Common Stock and Warrant to purchase one share of Common Stock to be paid by the Underwriter to the Selling stockholders Company for the Stock Securities will be $22.4425 per share 0.47 (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter (i) the Stock through the facilities of The Depository Trust Company, and (ii) the Warrants in each such casephysical form, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Underwriter payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13February 23, 20202012, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock Securities may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock Securities for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the each Underwriter agrees to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 12.925 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Underwriters for their respective accounts through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter Underwriters hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13October 2, 20202018, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentative. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Option Stock. The price per share to be paid for the Optional Option Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Option Stock specified in such the written notice delivered by a fraction the numerator of which is Underwriters to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Option Stock. The option granted hereby may be exercised as to all or any part of the Optional Option Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Option Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Option Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Underwriters to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock and Warrants set forth opposite the names of the Underwriter in Underwriters on Schedule A IV hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock Units will be $22.4425 0.517 per share Unit (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Underwriters, for their respective accounts, (i) the Stock through the facilities of The Depository Trust Company, and (ii) the Warrants in physical, certificated form in each such case, issued in such names and in such denominations as the Underwriter Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Underwriters payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx LLPLeClairRyan, A Professional Corporation, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13March 12, 2020, in accordance with Rule 15c6‑1 of the Exchange Act2013. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock and the Warrants may be varied by agreement among the Company, the Selling stockholders Company and the UnderwriterUnderwriters. If any The Company is advised by the Underwriters that the Underwriters intend (i) to make a public offering of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is Warrants as soon after the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date effectiveness of this Agreement as in the Underwriters’ judgment is advisable and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same dayii) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to initially offer the Stock for sale and the Warrants upon the terms and conditions set forth in the Prospectus. The Underwriters may from time to time increase or descrease the public offering price after the initial public offering to such extent as the Underwriters may determine.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 19.27 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLPXxxxxxx Xxxxxxx XXX, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13May 30, 20202017, or at such other time as the Representatives and the Company mutually agree, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company and for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 6.11 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, Company issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLPDLA Piper LLP (US), 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, X.X. 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13November 22, 20202022, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such UnderwriterUnderwriters’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [●] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLPDLA Piper LLP (US), 4000 Xxxxxxxxx Xx., Xxxxx 0000, Xxx Xxxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13[●], 20202021, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 15.98 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx White & Case LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13June 21, 20202019, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholdersCompany. The option granted hereby shall be exercised by written notice being given to the Selling stockholders Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to specified by the Underwriter Company payable to the order of the Selling stockholders for the Optional Stock sold by themCompany, all at the offices of Xxxxxx White & Case LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each the Company and the Selling stockholder agrees agree, severally and not jointly, to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each the Company and the Selling stockholder stockholder, that number of shares of Firm Stock (rounded up or down, as determined by the respective numbers Representatives in its discretion, in order to avoid fractions) obtained by multiplying 2,000,000 shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth opposite the names name of the Selling stockholder in Schedule B hereto, in the case of the Selling stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriter Underwriters to the Company and the Selling stockholders stockholder for the Stock will be $22.4425 16.45 per share (the “Purchase Price”). The Company and the Selling stockholders stockholder will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and the Selling stockholder given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Initial Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by each of the Company and the Selling stockholder, payable to the order of the Company and the Selling stockholder, respectively, for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13June 18, 20202018, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling stockholders stockholder and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [●] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13[ ], 20202015, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder agrees the Company agrees, to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Firm Stock will be $22.4425 $ per share (the “"Purchase Price”"). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through Representative for the facilities respective accounts of The Depository Trust Company, the several Underwriters (in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to XX Xxxxx, payable to the Company for order of the Firm Stock sold by the Selling stockholders Company, all at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 20202003, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “"First Closing Date”". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterXX Xxxxx. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Firm Stock available to the Underwriter Representative for examination on behalf of the Underwriters in New York, New York at least one (1) full business day twenty-four hours prior to the First Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” XX Xxxxx described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s 's name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter XX Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Selling stockholders Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Company will deliver the Optional Stock to the Underwriter through Underwriters (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriter XX Xxxxx payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Optional Stock available to the Underwriter Representative for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full on the business day prior to preceding the Option Closing Date. The Underwriter proposes Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 25.85 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York time, on July 1327, 20202015, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentative. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company Company, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to specified by the Underwriter Company payable to the order of the Selling stockholders Company for the Optional Stock sold by them, all at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter its name in Schedule A hereto. The purchase price per share to be paid by the Underwriter to the Selling stockholders Company for the Stock will be $22.4425 0.372 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter in its account, through the facilities of The Depository Trust CompanyCompany or, at the election of the Underwriter, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunderUnderwriter. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13April 3, 20202017, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any The Company, in the event the Underwriter elects to take delivery of definitive certificates instead of delivery from the Company of the Shares are certificatedcertificates through the facilities of The Depository Trust Company, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination on behalf of the Underwriter in New York, New York at least one (1) full business day prior to the Closing Date. For If the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus is settled in whole or in part via delivery versus payment (“DVP”), the Underwriter may purchase all or less than all shall arrange for its clearing agent to provide the funds to facilitate such settlement, net the Underwriter’s compensation and expenses. The Company shall bear the cost of the Optional Stock. The price per share clearing agent and shall reimburse the Underwriter up to be paid $10,000 for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers actual out of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names pocket cost of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” clearing agent settlement and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any timefinancing, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLPif any. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing DateUnderwriter. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.. On each Closing Date (each, a “Closing”), the Company shall compensate the Underwriter as follows:

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A I hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 3.76 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Representative payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13April 3, 20202012, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentative. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock, provided that such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule I bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock (subject to the proviso in the first sentence of this paragraph) at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company or, at the election of the Representative, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representative payable to the order of the Selling stockholders for the Optional Stock sold by them, all Company at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 52.64 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) at least one full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13December 14, 2020, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments shares pursuant to the underwriters’ option to purchase additional Optional Stock in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Optional Stock. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A I hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 2.3715 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Representatives payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13May 27, 20202011, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock, provided that such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule I bears to the total number of shares of Firm Stock (subject to adjustment by the Representatives to eliminate fractions). The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock (subject to the proviso in the first sentence of this paragraph) at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon notice by the Underwriter Representatives to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company or, at the election of the Representatives, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representatives payable to the order of the Selling stockholders for the Optional Stock sold by them, all Company at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [•] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 [•] A.M., New York time, on July 13[•], 2020, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholdersCompany. The option granted hereby shall be exercised by written notice being given to the Selling stockholders Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days (or one (1) business day in the case notice is given prior to the initial Closing Date) nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representatives for the respective accounts of the several Underwriters in the case of the Company, through the facilities of The Depository Trust Company Company, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representatives payable to the order of the Selling stockholders for the Optional Stock sold by themCompany, all at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 13.865 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) at least one full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13October 6, 20202022, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments shares pursuant to the underwriters’ option to purchase additional Optional Stock in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Optional Stock. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the respective numbers of shares of Company, the Firm Stock set forth opposite the names of the Underwriter in Schedule A heretoUnits. The purchase price per share to be paid by the Underwriter to the Selling stockholders Company for the Stock Units will be $22.4425 0.94 per share Unit (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter (i) the Stock through the facilities of The Depository Trust CompanyCompany and (ii) the Warrants in physical, in each such casecertificated form, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Underwriter payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx Xxxxx Xxxxxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13February 2, 20202011, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock Firm Units may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock Units as contemplated by the Prospectus Prospectus, the Underwriter may purchase all or less than all of the Optional StockUnits. The price per share Unit to be paid for the Optional Stock Units shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock Units specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment delivered by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by Company described below and the Underwriter agrees to eliminate fractions)purchase such Optional Units. The option granted hereby may be exercised as to all or any part of the Optional Stock Units at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock Units shall be sold and delivered unless the Firm Stock Units previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Units or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Underwriter setting forth the number of shares of the Optional Stock Units to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional StockUnits. The Each date and time for delivery of and payment for the Optional Stock will Units (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter (i) the Stock included in the Optional Units through the facilities of The Depository Trust Company and (ii) the Warrants included in the Optional Units in physical, certificated form, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all Company at the offices of Xxxxxx Xxxxx Xxxxxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunderthe Underwriter. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make Optional Units may be varied by agreement between the certificates for Company and the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing DateUnderwriter. The Underwriter proposes to offer the Stock Units for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 14.10 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Shearman & Sterling LLP, 0000 Xx Xxxxxx LLPXxxx, 0xx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13April 28, 20202022, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the respective numbers of Company 2,000,000 shares of Firm Stock set forth opposite the names of the Underwriter in Schedule A heretoStock. The purchase price per share to be paid by the Underwriter to the Selling stockholders Company for the Stock will be $22.4425 14.0025 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13September 16, 20202014, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment delivered by the Underwriter to eliminate fractions). Such the Company described below and the Underwriter agrees to purchase such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 12.925 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx White & Case LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13May 8, 2020, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholdersCompany. The option granted hereby shall be exercised by written notice being given to the Selling stockholders Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to specified by the Underwriter Company payable to the order of the Selling stockholders for the Optional Stock sold by themCompany, all at the offices of Xxxxxx White & Case LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company, the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A I hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the each share of Firm Stock will be $22.4425 per share 7.52 (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, in each such case, Company issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Representative payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M.a.m., New York time, on July 13February 25, 20202014, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentative. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction Xxxxx to the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A I bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon written notice by the Underwriter Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names Option Closing Date and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of are herein called the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the “Closing Date. Dates.” The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 $ per share (the “"Purchase Price”"). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through Representatives for the facilities respective accounts of The Depository Trust Company, the several Underwriters (in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter XX Xxxxx may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to XX Xxxxx, payable to the Company for order of the Firm Stock sold by the Selling stockholders Company, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 20202003, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “"First Closing Date”". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterXX Xxxxx. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day twenty-four hours prior to the First Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction fraction, the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s 's name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter XX Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Selling stockholders Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Company will deliver the Optional Stock to the Underwriter through Representatives (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriter XX Xxxxx payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Optional Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full on the business day prior to preceding the Option Closing Date. The Underwriter proposes Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock Shares, Warrants and Pre-Funded Warrants set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will Series A Units shall be $22.4425 0.4548 per share unit (the “Series A Unit Purchase Price”) and the purchase price to be paid by the Underwriters to the Company for the Series B Units shall be $0.4453 per unit (the “Series B Unit Purchase Price” and together with the Series A Unit Purchase Price, the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock Shares, Warrants and Pre-Funded Warrants to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13November 12, 20202014, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock Shares, Warrants and Pre-Funded Warrants may be varied by agreement among the Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock Series A Units and the Series B Units for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 35.34 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July April 13, 20202021, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Firm Closing Date”. .” The Firm Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentative. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time; provided, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representative to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the each Underwriter agrees to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 6.815 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Underwriters for their respective accounts through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter Underwriters hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13September 21, 20202017, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentative. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Option Stock. The price per share to be paid for the Optional Option Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Option Stock specified in such the written notice delivered by a fraction the numerator of which is Underwriters to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Option Stock. The option granted hereby may be exercised as to all or any part of the Optional Option Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Option Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Option Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Underwriters to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers of shares Company that number of Firm Stock ADSs set forth opposite the names name of the such Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock ADSs will be $22.4425 _____ per share ADS, net of underwriting discounts and commissions (the “"Purchase Price”"). The Selling stockholders will deliver Delivery of and payment for the Firm Stock to ADSs shall be made at the Underwriter through the facilities office of The Depository Trust CompanyXxxxxxx Xxxxxxx & Xxxxxxxx at 00 Xxxxxxxxxxx, in each such caseXxxxxx, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given XX0X 0XX, Xxxxxxx at or prior to 12:00 Noon2:00 P.M., New York London time, on the second (2nd) third full business day preceding following the effective date of the Initial Registration Statement 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 as the "First Closing Date Date." On the First Closing Date, the Company shall (i) deliver or cause to be delivered certificates with respect to the Firm Shares to The Bank of New York, as Depositary (which may be delivered to The Bank of New York, London office, as custodian for the Depositary), (ii) cause the Depositary to issue one or more ADRs evidencing the Firm ADSs representing such Firm Shares to be registered in such names as specified below and (iii) deliver or cause to be delivered such ADRs to the Representatives for the account of each Underwriter, in each case, against payment to or upon the order of the aggregate Purchase Price Company of the purchase price therefor by wire transfer in federal (same day) funds to an account at a bank the accounts specified by the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 2020, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock may be varied by agreement among the Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full Representatives upon two business day days' prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLPnotice. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any Upon delivery, the ADRs evidencing the Firm ADSs representing the Firm Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Closing Date. For the purpose of expediting the checking and packaging of the Shares are certificatedrelevant Firm Share certificates and ADRs evidencing the Firm ADSs representing the Firm Shares, the Selling stockholders Company shall make such certificates (or a copy thereof in the certificates case of the Firm Share certificates) and ADRs available for inspection by the Optional Stock available to the Underwriter for examination Representatives in New York, New York York, not later than 10:00 A.M.2:00 P.M., New York Timetime, at least one (1) full on the business day prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm ADSs as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs. The price per share to be paid for the Optional ADSs shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of Optional ADSs specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such Optional ADSs. Such Optional ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter's name bears to the total number of Firm ADSs (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional ADSs at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of Optional ADSs to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional ADSs. Each date and time for delivery of and payment for the Optional ADSs (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and, except as otherwise agreed by the Company and XX Xxxxx, shall not be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the First Closing Date are herein referred to as the "Closing Dates". Delivery of and payment for the Optional ADSs shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx at 00 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx at 2:00 P.M., London time, on the Option Closing Date or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the Option Closing Date, the Company shall (i) deliver or cause to be delivered certificates with respect to the Option Shares to The Bank of New York, as Depositary (which may be delivered to The Bank of New York, London office, as custodian for the Depositary), (ii) cause the Depositary to issue one or more ADRs evidencing the Option ADSs representing such Option Shares to be registered in such names as specified below and (iii) deliver or cause to be delivered such ADRs to the Representatives for the account of each Underwriter, in each case, against payment to or upon the order of the Company of the purchase price therefor by wire transfer in (same day) funds to the accounts specified by the Company to the Representatives upon two business days' prior notice. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. Upon delivery, the ADRs evidencing the Option ADSs representing the Option Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the Option Closing Date. For the purpose of expediting the checking and packaging of the relevant Optional Share certificates and ADRs evidencing the Optional ADSs representing the Optional Shares, the Company shall make such certificates (or a copy thereof in the case of the Optional Share certificates) and ADRs available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York time, on the business day prior to the Option Closing Date. The Underwriter proposes several Underwriters propose to offer the Stock ADSs for sale upon the terms and conditions set forth in the Prospectus. It is understood that approximately __ of the Firm ADSs ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will XX Xxxxx or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated hereby.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 3.76 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13May 10, 20202017, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentative. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representative to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock and the Warrants set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 1.02987 per share (the “Per Share Purchase Price”) and each Warrant shall be $0.01 per Warrant (the “Per Warrant Purchase Price”, and together with the Per Share Purchase Price, the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, (i) the Stock through the facilities of The Depository Trust CompanyCompany and (ii) the Warrants in physical, certificated form, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to Xxxxx payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx LLPDLA Piper LLP (US), 0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July January 13, 20202012, in accordance with Rule 15c6‑1 15c6 1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock and the Warrants may be varied by agreement among the Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to between the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock and the Warrants for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 8.46 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 2020, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock may be varied by agreement among the Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders Company for the Optional Stock sold by them, them all at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx LLPXxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The time and date of the Shares are certificated, the Selling stockholders delivery and closing shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than be at 10:00 A.M., New York Timetime, at least one (1) full business day prior on August 18, 2023, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date.” The Closing Date and the location of delivery of, and the form of payment for, the Stock may be varied by agreement between the Company and the Representatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company, the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 4.70 per share (the “"Purchase Price”"). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through Representatives for the facilities respective accounts of The Depository Trust Company, the several Underwriters (in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor per share to be paid for the Firm Stock by wire transfer in federal (same day) funds to an account at a bank specified by mutually acceptable to the Company for and XX Xxxxx, payable to the Firm Stock sold by order of the Selling stockholders Company, all at the offices of Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, counsel for the Company, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13February 9, 20202005, in accordance with Rule 15c6‑1 of 15c6-1 under the Exchange Act. The time and date of such payment and delivery are herein referred to as the “"First Closing Date”. ." The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterXX Xxxxx. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day twenty-four hours prior to the First Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such any written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” XX Xxxxx described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s 's name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement Agreement, provided that such option may not be exercised more than a total of such purchase and sale must occur on the Closing Datethree (3) times. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter XX Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the such Optional Stock. The Each date and time for delivery of and payment for the any Optional Stock will (which may be the First Closing Date, but not earlier) is herein referred to as an "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (Each Option Closing Date and the First Closing Date are herein referred to as the "Closing Dates.") The Selling stockholders Company will deliver the Optional Stock specified in any written notice by XX Xxxxx described above to the Underwriter through Underwriters (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Option Closing Date for such Optional Stock against payment of the aggregate Purchase Price therefor by wire transfer per share to be paid for such Optional Stock in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriter XX Xxxxx payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, counsel for the Company, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the such Optional Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full on the business day prior to the preceding such Option Closing Date. Such Option Closing Date and the location of delivery of, and the form of payment for, such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 14.57 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) at least one full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13November 30, 20202018, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments shares pursuant to the underwriters’ option to purchase additional Optional Stock in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. .. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 3.74 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders it all at the offices of Xxxxxx LLPGxxxxxx Xxxxxxx XXX, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13August 12, 20202016, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.and

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Company and the Selling stockholders Shareholders for the Stock will be $22.4425 $ per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through Representatives for the facilities respective accounts of The Depository Trust Company, the several Underwriters (in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, time on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by reasonably acceptable to XX Xxxxx, payable to the Company for order of the Firm Stock sold by the Selling stockholders Company, all at the offices of Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, P.C., in New York, New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 20202005, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterXX Xxxxx. If any of the Shares are certificated, the Selling stockholders The Company shall make the certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day twenty-four hours prior to the First Closing Date. For the purpose of covering any over‑allotments over allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Company and the Selling stockholders Shareholders agree, severally and not jointly, to sell to the Underwriter Underwriters and the Underwriters agree, severally and not jointly, to purchase the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such the written notice by XX Xxxxx described below by a fraction the numerator of which is in the case of the Company and the number of shares set forth opposite the names of such Selling stockholders Shareholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). Such shares of Optional Stock shall be purchased from the Company and each applicable Selling stockholder Shareholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock proportions set forth opposite such Underwriter’s name on Schedule schedules A bears to the total number of shares of Optional Stock and B respectively (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter XX Xxxxx to the Company and Selling stockholdersShareholders. The option granted hereby shall may be exercised by written notice being given to the Company and the Selling stockholders Shareholders by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the such Optional Stock. The Each date and time for delivery of and payment for the any Optional Stock will (which may be the First Closing Date, but not earlier) is herein referred to as an “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (Each Option Closing Date and the First Closing Date are herein referred to as the “Closing Dates”.) The Company and the Selling stockholders Shareholders will deliver the Optional Stock specified in any written notice by XX Xxxxx as described above to the Underwriter through Underwriters (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date for such Option Stock against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Underwriter XX Xxxxx payable to the order of the Selling stockholders Company and as Custodian for the Optional Stock sold by them, all Selling Shareholders at the offices of Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, P.C., in New York, New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, The Company and the Selling stockholders Shareholders shall make the certificates for the such Optional Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full on the business day prior to the preceding such Option Closing Date. Such Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement among the Company, the Selling Shareholders and XX Xxxxx. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock and Warrants set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 5.1888000 per share (the “Stock Purchase Price”) and for the Warrants will be $5.1887906 per Warrant (together, with the Stock Purchase Price, the “Purchase Price”). The Selling stockholders Company will (a) deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, and (b) physically deliver, or cause to be delivered, to the purchasers thereof the Warrants in accordance with the Underwriters’ instructions, or, in each case, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13December 12, 20202022, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock may be varied by agreement among between the Company and the Representatives. The Company, in the Selling stockholders and event the Underwriter. If any Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the Shares are certificatedcertificates through the facilities of The Depository Trust Company, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes several Underwriters propose to offer the Stock Securities for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [*] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, Company issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 [10:00] A.M., New York time, on July 13[*], 20202018, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such UnderwriterUnderwriters’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the each Underwriter agrees to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 11.75 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Underwriters for their respective accounts through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP, 00 Xxxxxx Xxxxx, New York, New York 10001. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter Underwriters hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13May 3, 20202021, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Option Stock. The price per share to be paid for the Optional Option Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Option Stock specified in such the written notice delivered by a fraction the numerator of which is Underwriters to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Option Stock. The option granted hereby may be exercised as to all or any part of the Optional Option Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Option Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Option Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Underwriters to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder agrees the Company agrees, to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company that number of shares of Firm Stock (rounded up or down, as determined by SX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying [ ] shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company, for the Stock will be $22.4425 $ per share (the “Purchase Price”). The Selling stockholders Company, will deliver the Firm Stock to the Underwriter through Representatives for the facilities respective accounts of The Depository Trust Company, the several Underwriters (in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to SX Xxxxx, payable to the Company for the Firm Stock sold by the Selling stockholders order of Cosi, Inc., all at the offices of Xxxxxx Cadwalader, Wxxxxxxxxx & Txxx LLP, New York, New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13June , 20202005, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. .” The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company and SX Xxxxx. The Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day twenty-four hours prior to the First Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” SX Xxxxx described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter SX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter SX Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company, by SX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Selling stockholders Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company, will deliver the Optional Stock to the Underwriter through Underwriters (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriter SX Xxxxx payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Xxxxxx Cadwalader, Wxxxxxxxxx & Txxx LLP, New York, New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificatedThe Company, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full on the business day prior to preceding the Option Closing Date. The Underwriter proposes Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 4.9728 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx Cxxxxx LLP, 3 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13April 4, 20202024, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock may be varied by agreement among the Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to between the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A I hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 1.41 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Company for Representative payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13February 11, 20202015, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentative. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock, provided that such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule I bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock (subject to the proviso in the first sentence of this paragraph) at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company or, at the election of the Representative, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representative payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 1.88 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13February 20, 20202019, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company and for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the respective numbers of shares of Company the Firm Stock set forth opposite the names of the Underwriter in Schedule A heretoStock. The purchase price per share to be paid by the Underwriter to the Selling stockholders Company for the Firm Stock will be $22.4425 the price per share set forth on Schedule I hereto (the “"Purchase Price”"). The Selling stockholders Company will deliver the Firm Stock to the Underwriter through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date Date, against payment of the aggregate Purchase Price therefor purchase price therefor, as determined pursuant to the immediately preceding paragraph, by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Underwriter payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx LLPDLA Piper LLP (US), 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13January 28, 20202021, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “"Closing Date”. ." The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment delivered by the Underwriter to eliminate fractions). Such the Company described below and the Underwriter agrees to purchase such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement only for the purpose of covering overallotments made in connection with the offering and settlement distribution of such purchase and sale must occur on the Closing DateFirm Stock. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon notice by the Underwriter to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Underwriter setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and, with respect to any Optional Stock delivered pursuant to a written notice given after the Closing Date, shall in no event be earlier than three (3) business days nor later than five (5) business days after such written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company or, at the election of the Underwriter, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all Company at the offices of Xxxxxx LLPDLA Piper LLP (US), 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each the Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateUnderwriter. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder forth the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 18.33 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Representatives payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13May 29, 20202008, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement for the purpose of such purchase covering any over-allotments in connection with the distribution and sale must occur on of the Closing DateFirm Stock as contemplated by the Prospectus. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company Company, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representatives payable to the order of the Selling stockholders Company for the Optional Stock sold by themit, all at the offices of Xxxxxx Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 $ per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued Company or in such names and in such denominations other manner as Cxxxx, on behalf of the Underwriter several Underwriters, may direct elect by written notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Firm Closing Date Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to Cxxxx payable to the order of the Company for the Firm Stock sold by the Selling stockholders Company, all at the offices of Xxxxxx LLPDLA Piper US LLP in Boston, Massachusetts. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13, 2020, 2007 in accordance with Rule 15c6‑1 of 15c6-1 under the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Firm Closing Date”. The Firm Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company and Cxxxx. The Company, in the Selling stockholders and event the Underwriter. If any Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the Shares are certificatedcertificates through the facilities of The Depository Trust Company, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter Representative for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Firm Closing Date. For the purpose of covering any over‑allotments overallotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction Cxxxx to the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Stock.. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Cxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by Cxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Firm Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Firm Closing Date are herein collectively called the “Closing Dates” and each may be called a “Closing Date.” If the Underwriters elect to exercise such option, the Company will deliver the Optional Stock covered by such election to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company issued or in such names and in such denominations other manner as Cxxxx, on behalf of the Underwriter several Underwriters, may direct elect by written notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Cxxxx payable to the order of the Selling stockholders Company for the Optional Stock sold by themthe Company, all at the offices of Xxxxxx LLPDLA Piper US LLP in Boston, Massachusetts. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Company, in the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the Shares are certificatedcertificates through the facilities of The Depository Trust Company, the Selling stockholders shall make the certificates for the Optional Stock to be purchased available to the Underwriter Representative for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Underwriter proposes Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and Cxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder agrees the Company agrees, to sell to the each Underwriter, and the each Underwriter agrees agrees, severally and not jointly, to purchase from each Selling stockholder the respective numbers Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying 6,000,000 shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the names name of the such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [ ] per share (the “"Purchase Price”"). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters (through the facilities of The Depository Depositary Trust CompanyCompany or, at the election of the Representatives, in each such casethe form of definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York City time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to XX Xxxxx, payable to the Company for order of the Firm Stock sold by the Selling stockholders Company, all at the offices of Xxxxxx Ropes & Xxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York City time, on July 13November [ ], 20202005, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “"First Closing Date”". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the CompanyCompany and XX Xxxxx. In the event that the Representatives elect to have the Underwriters take delivery of definitive certifcates, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders Company shall make the certificates for the Firm Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the First Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” XX Xxxxx described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company and for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s 's name on Schedule A hereto bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Datemay be exercised only three times. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter XX Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Selling stockholders Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Company will deliver the Optional Stock to the Underwriter through Underwriters (in the facilities form of The Depository Trust Company definitive certificates, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York City time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriter XX Xxxxx payable to the order of the Selling stockholders for the Optional Stock sold by them, Company all at the offices of Xxxxxx Ropes & Xxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any In the event that the Representatives elect to have the Underwriters take delivery of the Shares are certificateddefinitive certifcates, the Selling stockholders Company shall make the certificates for the Optional Stock available to the Underwriter Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Underwriter proposes Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 10.575 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxx LLPthem. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13February 2, 20202024, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. .” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentative. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may only be exercised by the Representative by providing the Company written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representative payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock Shares and Warrants set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock Units will be $22.4425 1.034 per share Unit (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock Shares and Warrants to the Underwriter Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13November 12, 20202014, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock Shares and Warrants may be varied by agreement among the Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing DateRepresentative. The Underwriter proposes several Underwriters propose to offer the Stock Units for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A I hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders for the Company each share of Firm Stock will be $22.4425 2.0774 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, in each such case, Company issued in such names and in such denominations as the Underwriter Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Representative payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M.a.m., New York time, on July 13April 8, 20202014, in accordance with Rule 15c6‑1 15c6 1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Stock Securities may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentative. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representative to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A I bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon written notice by the Underwriter Representative to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names Option Closing Date and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of are herein called the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the “Closing Date. Dates.” The Underwriter proposes several Underwriters propose to offer the Stock Securities for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [●] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust CompanyCompany or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Cxxxxx LLP, 50 Xxxxxx LLPXxxxx, New York, New York 10001. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13[●], 2020, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the UnderwriterRepresentatives. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the Company the respective numbers of shares of Firm Stock set forth opposite the names name of the Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter to the Selling stockholders Company for the Stock will be $22.4425 4.70 per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter for its respective account through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13June 1, 20202016, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment delivered by the Underwriter to eliminate fractions). Such the Company described below and the Underwriter agrees to purchase such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [•] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by the Selling stockholders them all at the offices of Xxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13[•], 20202018, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Representatives to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterXxxxx, and the Underwriter Xxxxx agrees to purchase from each Selling stockholder the respective numbers of shares of Firm Stock set forth opposite Company, the names of the Underwriter in Schedule A heretoStock. The purchase price per share to be paid by the Underwriter Xxxxx to the Selling stockholders Company for the Stock will be $22.4425 .814 per share of Common Stock (the “Purchase Price”). The Selling stockholders Company will deliver to Xxxxx the Firm Stock to the Underwriter through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Xxxxx may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to Xxxxx payable to the order of the Company for the Firm Stock sold by the Selling stockholders all at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter Xxxxx hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13December 21, 20202015, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateXxxxx. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the Underwriter Prospectus, Xxxxx may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Xxxxx the number of shares of Optional Stock specified in the written notice delivered by Xxxxx to the Company described below and Xxxxx agree to purchase such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter Xxxxx to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Xxxxx and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Xxxxx through the facilities of The Depository Trust Company Company, issued in such names and in such denominations as the Underwriter Xxxxx may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Xxxxx payable to the order of the Selling stockholders Company for the Optional Stock sold by themit, all at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunderXxxxx. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing DateCompany and Xxxxx. The Underwriter Xxxxx proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling stockholder the respective Company the numbers of shares of Firm Stock and/or Pre-Funded Warrants set forth opposite the names name of the Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter to the Selling stockholders Company for the Stock will be $22.4425 0.4650 per share (the “Stock Purchase Price”). The Selling stockholders purchase price per warrant to be paid by the Underwriter to the Company for the Pre-Funded Warrants will be $0.46499999 per share (the “Warrant Purchase Price”). The Company will deliver the Firm Stock to the Underwriter Underwriter, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Stock Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company for payable to the Firm Stock sold by order of the Selling stockholders all at the offices of Xxxxxx LLPCompany. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13August 21, 20202023, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. Delivery of the Pre-Funded Warrants shall be made by physical delivery to be received or directed by the Underwriter (or by an applicable investor purchasing Pre-Funded Warrants) no later than one business day following the Closing Date. In the event that an investor purchasing Pre-Funded Warrants delivers an Exercise Notice (as defined in the Pre-Funded Warrants) prior to the Closing Date, to exercise any Pre-Funded Warrants between the date hereof and the Closing Date, the Company shall deliver the Pre-Funded Warrant Shares with respect to any exercise to such investor on the Closing Date as specified in such Exercise Notice. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock and Pre-Funded Warrants may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing Date. For the purpose of covering any over‑allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus the The Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Stock Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such the written notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment delivered by the Underwriter to eliminate fractions)the Company described below and the Underwriter agrees to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each the Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such the Underwriter’s name on Schedule A bears to the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Firm Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date. The Selling stockholders will deliver the Optional Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter payable to the order of the Selling stockholders for the Optional Stock sold by them, all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Closing Date. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling stockholder the Company agrees to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the Company the respective numbers number of shares of Firm Stock set forth opposite the names of the Underwriter Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriter Underwriters to the Selling stockholders Company for the Stock will be $22.4425 [—] per share (the “Purchase Price”). The Selling stockholders Company will deliver the Firm Stock to the Underwriter Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) time at least one full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by acceptable to the Company for Representatives payable to the Firm Stock sold by order of the Selling stockholders Company, all at the offices of Xxxxxxx Procter LLP, 620 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time Xxme shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 13[—], 20202013, in accordance with Rule 15c6‑1 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among between the Company, the Selling stockholders Company and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall make certificates for the Firm Stock available to the Underwriter for examination in New York, New York at least one (1) full business day prior to the Closing DateRepresentatives. For the purpose of covering any over‑allotments over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus Prospectus, the Underwriter Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The applicable Selling stockholders agree, severally and not jointly, Company agrees to sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying Underwriters the number of shares of Optional Stock specified in such the written notice delivered by a fraction the numerator of which is Representatives to the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” Company described below and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions)Stock. Such shares of Optional Stock shall be purchased from each applicable Selling stockholder the Company for the account of each Underwriter in the same proportion as the number of shares of Optional Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Optional Firm Stock (subject to adjustment by the Underwriter Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two thirty (230) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing DateAgreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon written notice by the Underwriter Representatives to the Selling stockholdersCompany. The option granted hereby shall may be exercised by written notice being given to the Selling stockholders Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriter Underwriters and the date and time for delivery of and payment for the Optional Stock. The Each date and time for delivery of and payment for the Optional Stock will (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Selling stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Underwriter Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company Company, issued in such names and in such denominations as the Underwriter Representatives may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on the at least one full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Underwriter Representatives payable to the order of the Selling stockholders for the Optional Stock sold by themCompany, all at the offices of Xxxxxxx Procter LLP, 620 Xxxxxx LLPXxxxxx, Xxx Xxxx, XX 00000. Time Xxme shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any The Option Closing Date and the location of delivery of, and the Shares are certificatedform of payment for, the Selling stockholders shall make the certificates for the Optional Stock available to may be varied by agreement between the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to Company and the Closing DateRepresentatives. The Underwriter proposes several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.