Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M., New York City time, on May 12, 2020, or at such time on such later date not more than three Business Days after the foregoing date as may be agreed between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company and the Selling Shareholders or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order orders of the Company and the Selling Shareholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Shareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and or letters delivered on the Closing Date pursuant to Section 6 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(ii) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020the time specified in Schedule I hereto, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay (i) any and all stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other similar taxes or duties resulting from the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from the Selling Stockholder and (ii) any and all stamp, checking documentary, issuance, registration, transfer or other similar taxes or duties resulting from the resale and packaging delivery of such Securities by the Representatives Underwriters in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datemanner contemplated herein. If the option provided for in Section 2(b2(ii) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Company Selling Stockholder named in Schedule II hereto will deliver the Option Securities (at the expense of the CompanyCompany Parties) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Selling Stockholder named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company Parties and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12October __, 20202001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof of the Securities being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery account of the Securities duly paid by the CompanyCustodian. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from the Selling Stockholders, checking and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II hereto by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanyCustodian. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12August 23, 20202013, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representative, the Company and the Company Selling Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Shareholders to or upon the order of the Company and each of the Selling Shareholders, as the case may be, by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale accounts specified by the Company and delivery each of the Securities duly paid by Selling Shareholders, as the Companycase may be. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Company agrees Each Selling Shareholder will pay all applicable stock transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Shareholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[●], 20202017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer funds to the accounts specified by or similar taxes payable in connection with the sale and delivery on behalf of the Securities duly paid by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery on behalf of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities ADSs and the Option Securities ADSs (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 2020[●], or at such time on such later date not more than three two Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representative and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called in this Agreement the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Offered ADSs being sold by the Company to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. Delivery of the Offered ADSs shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. For the purposes only of the delivery of the Underwritten ADSs, the parties agree that where an Underwriter has an obligation to on-transfer an Underwritten ADS to another party, that Underwriter receives delivery of and holds such Underwritten ADSs as bare trustee for the person they are obliged to transfer those Underwritten ADSs to. If the option provided for in Section 2(b) hereof is exercised after the second Business Day immediately preceding the Closing Date, the Company will deliver (at the expense of the Company) to the Representative, at 800 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, on the date specified by the Representative (which shall be within two Business Days after exercise of said option), certificates for the Option ADSs in such names and denominations as the Representative shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities ADSs occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option SecuritiesADSs, and the obligation of the Underwriters to purchase the Option Securities ADSs shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The ADRs evidencing the Offered ADSs shall be registered in such names and in such denominations as the Representative may request not less than one full business day prior to the applicable Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202008, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) through the facilities of The Depository Trust Company, unless the Representatives shall otherwise instruct, for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 10:00 A.M., New York City time, on May 12June 25, 20202014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each Selling Stockholder to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding second business day prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20201996, or at such time on such later date (not more later than three Business Days after [ ], 1996) as the foregoing Representatives shall designate, which date as and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder, by wire transfer payable in same-day of immediately available funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and the closing of the sale of the Underwritten Securities shall occur at the offices of Sidley & Austin, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. The Company agrees and the Selling Stockholder agree to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day business day prior to the Closing Date. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding second business day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the CompanySelling Stockholder) to the Representatives, at 000 Xxxxxxxxx Xxxxxxsuch location as the Representatives shall reasonably designate, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof therefore to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Companyimmediately available funds. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofhereof and all references in this Agreement to "Closing Date" shall be deemed to be a reference to such settlement date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 1222, 20202001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Partnership and the Company Selling Unitholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Partnership and the Selling Unitholder to or upon the order of the Company Partnership and the Selling Unitholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyPartnership and the Selling Unitholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Unitholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Unitholder and packaging by the Representatives respective Underwriters will pay any additional transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable Selling Unitholder named in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.Schedule II hereto will

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12February 13, 20202002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from the Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx388 Greenwich Street, Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives Xxxxxxxxxxxxxxx (which shall be within three xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-same day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12September 16, 20202021, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriter shall designate, which date and time may be agreed between postponed by agreement among the Representatives Underwriter, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Company, unless the Representatives Underwriter shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the Underwriter of the Securities available for inspection, checking and packaging by the Representatives Underwriter will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriter, at 000 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Underwriter (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020the time specified in Schedule I hereto, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the CompanySelling Stockholders) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, if requested by the Representatives, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 a.m., New York City time, on May 12[___], 20202007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) ), for the respective accounts of the several Underwriters, underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery . Delivery of the Option Securities duly paid by shall be made through facilities of the CompanyDepository Trust Company unless the Representatives shall otherwise instruct. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders, as applicable, by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid respective accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) set forth opposite such Selling Stockholder’s name on Schedule II hereto or the portion thereof calculated pursuant to the provisions of Section 2(b) in the event that the Underwriters exercise less than their full option to purchase Option Securities, to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Company and the Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for any of the Option Securities occurs after the Closing Date, the Company will and such Selling Stockholders will, severally and not jointly, deliver to the Representatives on the applicable settlement date for the Option Securities, and the obligation of the Underwriters to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.11:00 AM, New York City time, on May 12November 17, 20202014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Selling Stockholders and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12January 28, 20202014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Company, on behalf of each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholders and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Shareholders to or upon the order of the Company and the Selling Shareholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Shareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Shareholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Shareholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Shareholders will deliver the Option Securities (at the expense of the CompanySelling Shareholders) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Firm Shares and the Option Securities Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12March 17, 20202015, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriter shall designate, which date and time may be agreed between postponed by agreement among the Representatives Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities Shares shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Company. Delivery of the Underwritten Securities Firm Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriter shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities Shares (at the expense of the Company) to the RepresentativesUnderwriter, at 000 Xxxxxxxxx Xxxxxx10:00 AM, Xxx XxxxNew York City time, Xxx Xxxx, xx on the date specified by the Representatives Underwriter (which shall be within three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities Shares occurs after the Closing Date, the Company will deliver to the Representatives Underwriter on the settlement date for the Option SecuritiesShares, and the obligation of the Underwriters Underwriter to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12September 21, 20202007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Company and the Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12February 1, 20202017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each Selling Stockholder to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, unless otherwise agreed by the Company Company, the Selling Stockholders and the Representatives, the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price prices thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 2020[ ], or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder, as applicable, by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid respective accounts specified by the CompanyCompany and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from the Selling Stockholder, checking and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with Company and the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from the Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the CompanySelling Stockholder) to the Representatives, at 000 Xxxxxxxxx XxxxxxSalomon Smith Barney Inc., Xxx Xxxx388 Greenwich Street, Xxx XxxxNew York, New York, on xxx xxxx xxxxixxxx xy the Rxxxxxxxxxxxxxx (xxxxx xxxxx xx the date specified by the Representatives (which shall be within three xxxxxx xxxxx Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment The Company will deliver the Underwriters' Debt Securities to you for the Underwritten Securities accounts of the Underwriters at the place specified in the Purchase Agreement, against payment of the purchase price by wire transfer of immediately available funds (as agreed to by the parties and specified in the Purchase Agreement) drawn to the order of the Company, at the time set forth in this Agreement or at such other time not later than seven full business days thereafter as you and the Option Securities (if Company determine, such time being herein referred to as the option "time of purchase." Unless otherwise provided for in Section 2(b) hereof shall have been exercised the Purchase Agreement, the Underwriters' Debt Securities so to be delivered will be in definitive fully registered form registered in such authorized denominations and in such names as you request in writing not later than 10:00 A.M.,* on or before the third Business Day immediately preceding business day prior to the Closing Date) shall time of purchase, or, if no such request is received, in the names of the respective Underwriters in the amounts agreed to be made at 9:00 A.M., purchased by them pursuant to this Agreement. For the purpose of expediting the checking ---------- * Times mentioned herein are New York City timeTime. of the Underwriters' Debt Securities, on May 12, 2020, or at such time on such later date not more than three Business Days after the foregoing date as may be agreed between the Representatives and the Company or as provided agrees to make the Underwriters' Debt Securities available to you (at the place specified in Section 9 hereof (such date and the Purchase Agreement) in definitive form not later than 10:00 A.M. on the first business day preceding the time of purchase.* If any Purchase Agreement provides for sales of Purchased Debt Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Contract Debt Securities pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto (the "Delayed Delivery Contracts") with such changes therein as the Company may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and payment savings banks, insurance companies, pension funds, investment companies, and educational and charitable institutions. At the time of purchase the Company will pay you as compensation, for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery accounts of the Underwriters, the compensation set forth in such Purchase Agreement in respect of the principal amount of Contract Debt Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Debt Securities shall be made deducted from the Purchased Debt Securities to the Representatives for the respective accounts of the several Underwriters against payment be purchased by the several Underwriters through and the Representatives aggregate principal amount of Purchased Debt Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the purchase price thereof principal amount of Purchased Debt Securities set forth opposite each Underwriter's name in such Purchase Agreement, except to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale extent that you determine that such reduction shall be otherwise allocated and delivery of the Securities duly paid by so advise the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and, to the extent the option to purchase the Option Securities is exercised, the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the --------------------- Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12February [ ], 20202000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Selling Stockholders and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from such Selling Stockholder, checking and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the CompanySelling Stockholders) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from the Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company and the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[●], 20202012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid account specified by the CompanyCustodian for further distribution to the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company each Selling Stockholder will deliver the Option Securities (at the expense of the CompanySelling Stockholder) the Option Securities set forth opposite such Selling Stockholder’s name on Schedule I hereto or the portion thereof calculated pursuant to the provisions of Section 2(b) in the event that the Underwriters exercise less than their full option to purchase Option Securities, to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with Custodian for further distribution to the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company will such Selling Stockholders will, severally and not jointly, deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12April 21, 20202015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid respective accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule I hereto will deliver the Option Securities (at the expense of the Company) set forth opposite such Selling Stockholder’s name on Schedule I hereto or the portion thereof calculated pursuant to the provisions of Section 2(b) in the event that the Underwriters exercise less than their full option to purchase Option Securities, to the Representatives, at 000 Xxxxxxxxx XxxxxxEleven Madison Avenue, Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule I hereto. If settlement for any of the Option Securities occurs after the Closing Date, the Company will such Selling Stockholders will, severally and not jointly, deliver to the Representatives on the applicable settlement date for the Option Securities, and the obligation of the Underwriters to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid respective accounts specified by the CompanyCompany and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have will pay all applicable state transfer taxes, if any, involved in the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior transfer to the Closing Dateseveral Underwriters of the Underwritten Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx 300 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12October 30, 20202015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company each Selling Stockholder named in Schedule I hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule I hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day immediately preceding the Closing Date) shall be made at 9:00 10:00 A.M., New York City time, on May 12[ ], 20202017, or at such which date and time on such later date not more than three Business Days after the foregoing date as may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company or as provided in Section 9 hereof Selling Stockholder (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof of the Securities being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid account specified by the CompanySelling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from the Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (such date and time of delivery and payment for the Securities being herein called the “Optional Closing Date”), which date shall be within no earlier than three Business Days business days after exercise the date of said optionthe notice provided for in Section 2(b) hereof (unless such notice is delivered two business days prior to the Closing Date, in which case the Option Securities will be delivered on the Closing Date), for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12March 31, 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriter shall designate, which date and time may be agreed postponed by agreement between the Representatives Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities Shares shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with . Delivery of the sale Underwritten Securities and delivery of the Option Securities duly paid shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Underwriter, at 388 Greenwich Street, New York, New York, on the date specified by xxx Xxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxx Business Days after exercise of said option) for the account of the Underwriter, against payment by the Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[________], 20202003, or at such time on such later date not more than three Business Days after the foregoing date as Citigroup Global Markets Inc. shall designate, which date and time may be agreed between postponed by agreement among the Representatives Underwriters, the Company and the Company or as provided in Section 9 hereof Selling Stockholders (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Underwriters for the their respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery Unless the Underwriters shall otherwise instruct: (a) delivery of the Underwritten Securities and the Option Securities (other than the Securities being sold by the Selling Stockholders) shall be made through the facilities of The the Depository Trust Company unless Company; and (b) delivery of the Representatives Securities being sold by the Selling Stockholders shall otherwise instructbe made pursuant to the terms of the Custody Agreement. Certificates for any such Securities shall be registered in such names and in such denominations as Citigroup Global Markets Inc. may request not less than two Business Days in advance of the Closing Date. The Company agrees will pay all applicable state transfer taxes, if any, involved in the transfer to have the Underwriters of the Securities available for inspection, checking to be purchased by it from each Selling Stockholder and packaging by the Representatives Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesCitigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Citigroup Global Markets Inc. (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Underwriters on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May September 12, 20202012, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representative, the Company and the Company Selling Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Shareholders to or upon the order of the Company and each of the Selling Shareholders, as the case may be, by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale accounts specified by the Company and delivery each of the Securities duly paid by Selling Shareholders, as the Companycase may be. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Company agrees Each Selling Shareholder will pay all applicable stock transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Shareholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020, the time specified in Schedule I hereto (or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate), which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 8 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 5 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of each of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Companysuch Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, each of the Company Option Stockholders will deliver the its respective Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company applicable Option Stockholder by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the such Option Securities duly paid by the CompanyStockholder. If settlement for the Option Securities occurs after the Closing Date, each of the Company Option Stockholders will deliver to the Representatives on the settlement date for the its respective Option Securities, and the obligation of the Underwriters to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020the time specified in Schedule I hereto, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholders to or upon the order of the Company or the Selling Stockholders, as applicable, by wire transfer payable in same-day fundsimmediately available funds to the accounts specified by the Company and the Selling Stockholders. It is understood that the Representatives have been authorized, with any transfer or similar taxes payable in connection with for their own account and for the sale and accounts of the several Underwriters, to accept delivery of and receipt for the Securities duly paid by the CompanyUnderwriters have agreed to purchase. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees shall not be obligated to have deliver any of the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM to be delivered on the Business Day prior to the Closing Date, except upon payment of all such Primary Securities to be purchased on the Closing Date as provided herein. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company applicable Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company applicable Selling Stockholder by wire transfer payable in same-day immediately available funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Companyapplicable Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company each Selling Stockholder, as applicable, will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery Payment of the purchase price for, and payment for delivery of, the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (New York City time, ) on May 12, 2020the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or at such other time on not later than ten business days after such later date not more than three Business Days after the foregoing date as may shall be agreed between upon by the Representatives and the Company or as provided in Section 9 hereof (such time and date of payment and time of delivery and payment for the Securities being herein called the “Closing DateTime”). As used herein, “Business Day” Payment of the purchase price for the Additional Securities shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law be made at the Additional Closing Time in the same manner and the at the same office as applicable to close in New York Citythe purchase of the Firm Securities. Delivery of the Firm Securities and the Additional Securities shall be made, and the Firm Securities and the Additional Securities shall be registered in such names and denominations, as the Representatives shall have requested at least one full business day prior to the Closing Time (or any Additional Closing Time, as the case may be). Payment for the Securities shall be made to the Company by wire transfer of same day funds payable to the order of the Company, against delivery to the Representatives or their designee for the respective accounts of the several Underwriters against for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment by the several Underwriters through the Representatives of the purchase price thereof for, the Securities that it has agreed to or upon the order purchase. Each Representative, individually, and not as a representative of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against may (but shall not be obligated to) make payment by the several Underwriters through the Representatives of the purchase price thereof for the Securities to or upon the order of the Company be purchased by wire transfer payable in same-day any Underwriter whose funds to an account specified have not been received by the CompanyClosing Time or the Additional Closing Time, with any transfer or similar taxes payable in connection with as the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Datecase may be, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities but such payment shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of not relieve such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofUnderwriter from its obligations hereunder.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on May 12November 20, 20202017, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 12 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the CompanySelling Stockholders in writing to the Representatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company KKR Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company KKR Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(c) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20201999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment therefor by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Shareholders to or upon the order of the Company and the Selling Shareholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Shareholders, as the case may be. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Shareholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from such Selling Shareholder, checking and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b2(c) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Option Selling Shareholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) in the Option Notice for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Option Selling Shareholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale Company and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.Selling

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12April 29, 20202008, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriter shall designate, which date and time may be agreed postponed by agreement between the Representatives Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities Shares shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with . Delivery of the sale Underwritten Securities and delivery of the Option Securities duly paid shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Underwriter, at 388 Greenwich Street, New York, New York, on the date specified by thx Xxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxx Xxsiness Days after exercise of said option) for the account of the Underwriter, against payment by the Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(ii) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from such Selling Stockholder, checking and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b2(ii) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at Securities, through the expense facilities of The Depository Trust Company unless the Company) to the RepresentativesRepresentatives shall otherwise instruct, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Company and the Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) and/or (c) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representative on the date specified by the Representative (which shall be within three Business Days after exercise of said option), for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Selling Stockholder by wire transfer payable in same day funds to accounts specified by the Selling Stockholder. Delivery of the Option Securities shall be made through facilities of the Depository Trust Company unless the Representative shall otherwise instruct. If the option provided for in Section 2(c) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representative on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) ), for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery . Delivery of the Option Securities duly paid by shall be made through facilities of the CompanyDepository Trust Company unless the Representative shall otherwise instruct. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery Payment of the purchase price for, and payment for delivery of, the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (New York City time, ) on May 12, 2020the fourth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or at such other time on not later than ten business days after such later date not more than three Business Days after the foregoing date as may shall be agreed between upon by the Representatives and the Company or as provided in Section 9 hereof (such time and date of payment and time of delivery and payment for the Securities being herein called the “Closing DateTime”). As used herein, “Business Day” Payment of the purchase price for the Additional Securities shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law be made at the Additional Closing Time in the same manner and the at the same office as applicable to close in New York Citythe purchase of the Firm Securities. Delivery of the Firm Securities and the Additional Securities shall be made, and the Firm Securities and the Additional Securities shall be registered in such names and denominations, as the Representatives shall have requested at least one full business day prior to the Closing Time (or any Additional Closing Time, as the case may be). Payment for the Securities shall be made to the Company by wire transfer of same day funds payable to the order of the Company, against delivery to the Representatives or their designee for the respective accounts of the several Underwriters against for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment by the several Underwriters through the Representatives of the purchase price thereof for, the Securities that it has agreed to or upon the order purchase. Each Representative, individually, and not as a representative of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against may (but shall not be obligated to) make payment by the several Underwriters through the Representatives of the purchase price thereof for the Securities to or upon the order of the Company be purchased by wire transfer payable in same-day any Underwriter whose funds to an account specified have not been received by the CompanyClosing Time or the Additional Closing Time, with any transfer or similar taxes payable in connection with as the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Datecase may be, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities but such payment shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of not relieve such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofUnderwriter from its obligations hereunder.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12_____________, 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable funds to the accounts specified in connection with the sale and delivery of the Securities duly paid writing by the CompanyCompany and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from the Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx388 Greenwich Street, Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives Xxxxxxxxxxxxxxx (which shall be within three xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) ), for the respective accounts of the several Underwriters, underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery . Delivery of the Option Securities duly paid by shall be made through facilities of the CompanyDepository Trust Company unless the Representatives shall otherwise instruct. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.[10:00 AM], New York City time, on May 12[ ], 20202017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Shareholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price of the Securities being sold by the Company and the Selling Shareholder thereof to or upon the order of the Company and the Selling Shareholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to accounts specified by the CompanyCompany and the Selling Shareholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Shareholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Shareholder by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Shareholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Shareholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives Representatives, on the one hand, and the Company and the Selling Stockholder, as applicable, on the other hand, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder, as applicable, by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the CompanyCompany and the Selling Stockholder, as applicable. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior transfer to the Closing Dateseveral Underwriters of the Option Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M., New York City timethe location, on May 12, 2020, the date and at the time specified on Schedule I hereto or at such time on such later date not more than three five Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company or as provided in Section 9 8 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery . Delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon made through the facilities of Euroclear Bank SA/NV and Clearstream Banking S.A., unless the Representatives shall otherwise instruct. The Settlement Lead Manager (as defined in Section 24 hereof) acknowledges that the Securities represented by the one or more global notes representing the Securities (collectively, the “Global Notes”) will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Lead Manager, the terms of which include a third-party beneficiary clause (“stipulation pour autrui”) with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others only against payment of the net subscription monies for the Securities into the Commissionaire Account on a delivery against payment basis. The Settlement Lead Manager acknowledges that (i) the Securities represented by the Global Notes shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Securities received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Lead Manager undertakes that the net subscription monies for the Securities will be transferred to the Company’s order promptly following receipt of, supplemental opinions, certificates and letters confirming as of such date monies in the opinions, certificates Commissionaire Account. The Company acknowledges and letters delivered on accepts the Closing Date benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to Section 6 hereofthe Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account.

Delivery and Payment. Delivery of and payment for the International Underwritten Securities and the International Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12________________, 20201998, or at such time on such later date not more than three Business Days after the foregoing date as may be agreed between the International Representatives and the U.S. Representatives shall designate, which date and time may be postponed by agreement among the International Representatives, the U.S. Representatives, the Company and the Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the International Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the International Securities shall be made to the International Representatives for the respective accounts of the several International Underwriters against payment by the several International Underwriters through the International Representatives of the respective aggregate purchase price thereof prices of the International Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to two separate accounts specified by the CompanyCompany and one separate account specified by the Selling Stockholders. Delivery of the International Underwritten Securities and the International Option Securities shall be made through the facilities of The Depository Trust Company unless the International Representatives shall otherwise instruct. The Company agrees to have Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior transfer to the Closing Dateseveral International Underwriters of the International Securities to be purchased by them from such Selling Stockholder and the respective International Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding business day prior to the Closing Date, the Company Contributing Stockholders and the Company, if applicable, will deliver the International Option Securities (at the expense of the Company) to the International Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the International Representatives (which shall be within three Business Days after exercise of said option) and certificates for the International Option Securities in such names and denominations as the International Representatives shall have requested for the respective accounts of the several International Underwriters, against payment by the several International Underwriters through the International Representatives of the purchase price thereof to or upon the order of the Company Contributing Stockholders and the Company, if applicable, by wire transfer payable in same-day funds to an one account specified by the Contributing Stockholders and one account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Companyif applicable. If settlement for the International Option Securities occurs after the Closing Date, the Company and the Contributing Stockholders will deliver to the International Representatives on the settlement date for the International Option Securities, and the obligation of the International Underwriters to purchase the International Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. It is understood and agreed that the Closing Date shall occur simultaneously with the "Closing Date" under the U.S. Underwriting Agreement, and that the settlement date, if any, shall occur simultaneously with the "settlement date" under the U.S. Underwriting Agreement.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof Over-Allotment Option shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.8:00 a.m., New York City Toronto time, on May 12August 19, 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representative, the Company and the Company Selling Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date” and the “Closing Time”, respectively). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Shareholders, net of the Underwriting Fee and net of amounts payable to the Underwriters’ legal counsel up to Cdn. $210,000 in the aggregate (the “Legal Fees”) and out-of-pocket expenses of the Underwriters incurred in connection with the offering and sale of the Securities up to Cdn. $40,000 in the aggregate (the “Out-of-Pocket Expenses”) (which expenses shall be borne by the Company), to or upon the order of the Company and the Selling Shareholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with immediately available funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Shareholders. Delivery of Certificates for the Underwritten Securities and the Option Securities Securities, if any, shall be made through delivered in accordance with the facilities registration instructions provided by the Representative at least 48 hours prior to Closing Time. Each Selling Shareholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking to be purchased by them from such Selling Shareholder and packaging by the Representatives respective Underwriters will pay any additional share transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof Over-Allotment Option is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxx Xxxxx & Xxxxxxxxx XxxxxxLLP, Xxx Suite 2100, Scotia Plaza, 00 Xxxx Xxxxxx Xxxx, Xxx XxxxXxxxxxx, xx Xxxxxxx, X0X 0X0, on the date specified by the Representatives Representative and the Company (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof thereof, net of the Underwriting Fee and net of the Legal Fees and Out-of-Pocket Expenses incurred in connection with the exercise of the Over-Allotment Option, to or upon the order of the Company by wire transfer payable in same-day immediately available funds to an account the account(s) specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020the time specified in Schedule I hereto, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery Concurrently with the execution and delivery of this Agreement, the Company, the Selling Stockholder, the Placement Agents and payment Imperial Trust Company, as escrow agent (the "Escrow Agent"), shall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the "Escrow Agreement"), pursuant to which an escrow account will be established, at the Company's expense, for the Underwritten Securities benefit of the Investors (the "Escrow Account"). Prior to the Closing Date (as defined below), (i) each of the Investors will deposit an amount equal to the Price to Public per Share as shown on the cover page of the Prospectus (as hereinafter defined) multiplied by the number of Shares and the Option Securities Selling Stockholder Shares purchased by said Investor in the Escrow Account, and (if ii) the option provided for Escrow Agent will notify the Company, the Selling Stockholder and the Placement Agents in Section 2(bwriting whether the Investors have deposited funds in the amount equal to the proceeds of the sale of all of the Shares and the Selling Stockholder Shares offered hereby (the "Requisite Funds") hereof shall have been exercised on or before into the third Business Day immediately preceding the Closing Date) shall be made at Escrow Account. At 9:00 A.M.a.m., New York City Los Angeles time, on May 12_____________, 2020, 1998 or at such other time on such later date not more than three Business Days after the foregoing other date as may be agreed between upon by the Representatives Company, the Selling Stockholder and the Placement Agents but in no event prior to the date on which the Escrow Agent shall have received all of the Requisite Funds (such date is hereinafter referred to as the "Closing Date"), the Escrow Agent will release the Requisite Funds from the Escrow Account to the Company, the Selling Stockholder and the Placement Agents as provided in the Escrow Agreement and the Company or as provided in Section 9 hereof (such date and time of delivery the Selling Stockholder shall deliver the Company Shares and payment for the Securities being herein called the “Closing Date”). As used hereinSelling Stockholder Shares, “Business Day” shall mean any day other than a Saturdayrespectively, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day fundsInvestors, with any transfer or similar taxes payable in connection with the sale and which delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall may be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructCompany. The Company agrees closing (the "Closing") shall take place at the offices of Morrxxxx & Xoerxxxx XXX, 555 Xxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000. Xxl actions taken at the Closing shall be deemed to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Dateoccurred simultaneously. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.shall not have occurred on or before _________, 1998, all

Delivery and Payment. Delivery of and payment Payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) ADSs shall be made at 9:00 A.M., New York City time, on May 12, 2020, or at such time on such later date not more than three Business Days after in U.S. dollars to the foregoing date as may be agreed between the Representatives Company and the Company or as provided in Section 9 hereof Selling Stockholders (if applicable) by depositing such date and time of delivery and payment for into the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Escrow Account by wire transfer payable in same-same day fundsfunds on the Closing Date or the applicable Option Closing Date (as defined below), with any transfer or similar taxes payable in connection with as the sale and case may be, against delivery of the Securities duly paid by ADRs representing the Company. Delivery of the Underwritten Securities and the Option Securities shall be made ADSs on a pre-release basis through the facilities of The Depository the Depositary Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option"DTC") for the respective accounts of the several Underwriters, against payment by to the several Underwriters through the Representatives Depositary of the purchase price thereof to or upon the order of the Company Purchase Price therefor by wire transfer payable of Federal or other funds, immediately available in same-day funds to an account specified New York City. Upon completion of the Registration, the Escrow Agent will release the proceeds of the Escrow Account as indicated by the CompanyEscrow Agreement. If the Registration has been completed prior to any Option Closing Date, payment for the ADSs to be purchased from the Selling Stockholders on such Option Closing Date shall be made by means of a wire transfer of Federal or other funds, immediately available in New York City, to such account or accounts as the Selling Stockholders may designate to the Global Coordinator not less than two business days prior to such Option Closing Date. The ADRs shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as the Global Coordinator shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered to the Depositary by or on behalf of the Sellers, with any stamp duty, transfer taxes or similar taxes tax payable in connection with any of (i) the Registration (ii) the deposit by the Sellers of the Shares with the Depositary or the Custodian against issuance of ADRs evidencing ADSs and (iii) the sale and delivery by the Sellers of the Option Securities Shares underlying the ADS to or for the account of the Underwriters, as the case may be, duly paid by the Companyrespective Sellers, to the Depositary. If settlement The certificates for the ADRs shall be made available for inspection not later than 9:30 A.M., London time, on the business day prior to the Closing Date or the applicable Option Securities occurs after the Closing Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm ADSs shall be 9:00 A.M., London time, on ______ July 1999 or such other time on the same or such other date as the Global Coordinator and the Company will deliver shall agree in writing. The time and date of delivery and payment for the Firm ADSs are hereinafter referred to as the Representatives "CLOSING DATE." The time and date of delivery and payment for any Additional ADSs to be purchased by the Underwriters shall be 9:00 A.M., London time, on the settlement date for specified in the Option Securities, applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as the Global Coordinator and the obligation Company shall agree in writing. The time and date of delivery and payment for any Additional ADSs are hereinafter referred to as the Underwriters "OPTION CLOSING Date." The documents to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 6 hereof9 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, One Xxxxx Xxxxx, Xxxxxx XX0X 0XX, and the Shares to be issued by the Company shall be delivered to the Depository on the date such Shares are registered with the Commercial Court.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12June __, 20202003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through at such location as Citigroup Global Markets Inc. shall reasonably designate at least one Business Day in advance of the facilities Closing Date. Certificates for the Securities shall be registered in such names and in such denominations as Citigroup Global Markets Inc. may request not less than two Business Days in advance of The Depository Trust Company unless the Representatives shall otherwise instructClosing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Inside Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Inside Selling Stockholders by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with Company and the sale and delivery of the Option Securities duly paid by the CompanyInside Selling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Inside Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20201999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II hereto by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020, the time specified in Schedule I hereto or at such time on such later date not more than three four Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company Partnership or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, The date and time at which such delivery and payment are to be made is sometimes referred to herein as the “Business Daytime of purchase.” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Partnership by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the CompanyPartnership. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Partnership will deliver the Option Securities (at the expense of the CompanyPartnership) to the Representatives, at 000 Xxxxxxxxx Xxxxxxc/o Merrill Lynch, Xxx XxxxPierce, Xxx XxxxXxxxxx & Xxxxx Incorporated, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) (any such date being sometimes referred to herein as an “additional time of purchase”) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Partnership by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanyPartnership. If settlement for the Option Securities occurs after the Closing Date, the Company Partnership will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) Firm Shares shall be made on the date and at 9:00 A.M.the time specified in Schedule I hereto, New York City time, on May 12, 2020, or at such which date and time on such later date not more than three Business Days after the foregoing date as may be agreed postponed by agreement between the Representatives and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Firm Shares being herein called the “Closing Date”"First Time of Delivery"). As used hereinDelivery of and payment for the Optional Shares shall be on the date and at the time specified by you as provided above in the written notice given by you of the Underwriters' election to purchase the Optional Shares, “Business Day” shall mean any day or at such other than time and date as you and an Attorney-in-Fact may agree upon in writing. Such date and time of delivery of the Optional Shares, if not the First Time of Delivery, being herein called the "Second Time of Delivery," and each time and date for delivery is herein called a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City"Time of Delivery". Delivery of the Securities Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Custodian, by wire transfer payable in same-day funds, with any transfer or similar taxes payable the funds specified in connection with the sale and delivery of the Securities duly paid by the Company. Schedule I. Delivery of the Underwritten Securities and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Time of Delivery for such Shares and payment for the Shares shall be made at the office specified in Schedule I hereto. The Company Certificates in definitive form for the Shares shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Time of Delivery for such Shares. Each of the Selling Stockholders agrees to have the Securities Firm Shares available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day business day prior to the Closing DateFirst Time of Delivery. If The Specified Selling Stockholder agrees to have the option provided Optional Shares available for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Dateinspection, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified checking and packaging by the Representatives (which shall be within three Business Days after exercise of said option) for in New York, New York, not later than 1:00 PM on the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-business day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver prior to the Representatives on the settlement date Time of Delivery for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofShares.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12February , 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives Representatives, and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”). As used herein") at the offices of Skadden, “Business Day” shall mean any day other than a SaturdayArps, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York CitySlate, Xxxxxxx & Xxxx, LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx10:00 AM, Xxx XxxxNew York City time, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[●], 2020, 2017 or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives, the Company and the Selling Stockholders, with respect to the Underwritten Securities, or among the Representatives and the Company Selling Stockholders, with respect to the Option Securities, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver in accordance with Schedule II hereto the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the place and on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20201999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives through the facilities of the Depository Trust Company on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12February , 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”). As used herein") at the offices of Skadden, “Business Day” shall mean any day other than a SaturdayArps, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York CitySlate, Xxxxxxx & Xxxx, LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from the Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx10:00 AM, Xxx XxxxNew York City time, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with Company and the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten -------------------- Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20201999, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriters shall designate, which date and time may be agreed between postponed by agreement among the Representatives and Underwriters, the Company and Principal Mutual or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Underwriters for the their respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and Principal Mutual to or upon the order of the Company and Principal Mutual by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Attorney-in-Fact. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriters shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Option Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Underwriters on the date specified by the Representatives Underwriters (which shall be within three Business Days after exercise of said option) for the their respective accounts of the several Underwritersaccounts, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Option Selling Stockholders and the Company, as applicable, by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer Company or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanyAttorney-in-Fact. If settlement for the Option Securities occurs after the Closing Date, the Company and the Option Selling Stockholders will deliver to the Representatives Underwriters on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers .

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.11:00 AM, New York City time, on May 12March 27, 20202015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Selling Stockholders and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[•], 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Company and the Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12October 23, 20202017, or at such time on such later date not more than three two Business Days after the foregoing date as the Underwriter shall designate, which date and time may be agreed between postponed by agreement among the Representatives Underwriter, the Company and the Company Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof of the Securities being sold by the Selling Stockholder, which, to the extent agreed to between the Underwriter and the Selling Stockholder, may be net of any costs and expenses of the Selling Stockholder reimbursable to the Underwriter pursuant to Section 6(j), to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to accounts specified by the CompanySelling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives Underwriter shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriter, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives Underwriter (which shall be within three two Business Days after exercise of said option) for the respective accounts account of the several Underwriters, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof thereof, which, to the extent agreed to between the Underwriter and the Selling Stockholder, may be net of any costs and expenses of the Selling Stockholder reimbursable to the Underwriter pursuant to Section 6(j), to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholder will deliver to the Representatives Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the Underwriter of the Securities to be purchased by them from the Selling Stockholder and the Underwriter will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12June 24, 20202016, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representative, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and Selling Stockholder as applicable. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) (the “Additional Closing Date”) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option SecuritiesAdditional Closing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 a.m., New York City time, on May 12[ ], 20202007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders at least two Business Days prior to the Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, then the Company Over-Allotment Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Over-Allotment Stockholders by wire transfer payable in same-day funds to an account accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanyOver-Allotment Stockholders at least two Business Days prior to such date. If settlement for the Option Securities occurs after the Closing Date, the Company Over-Allotment Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12August 9, 20202004, or at such time on such later date not more than three Business Days after the foregoing date as may be agreed between the Representatives and the Company or as provided in Section 9 hereof (such Underwriter shall designate, which date and time of delivery may be postponed by agreement among the Underwriter, the Company and payment for the Securities Selling Stockholders, being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the aggregate purchase price thereof of the Securities being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery accounts of the Custodian, one account established for the Advance Shares (as defined in the Custody Agreement), the second account established for the Goldman Advance Shares (as defined in the form of Custody Agreement entered into among the Custodian, Xxxxxxx, Sachs & Co. and each of Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxx X.X. Xxx, Xxxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx) and the third account established for Securities duly paid by other than the CompanyAdvance Shares and the Goldman Advance Shares. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriter shall otherwise instruct. The Company agrees will pay all applicable state transfer taxes, if any, involved in the transfer to have the Underwriter of the Securities available for inspectionto be purchased by it from the Selling Stockholders, checking and packaging by the Representatives Underwriter will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders named in Schedule I will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriter, at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Underwriter (which shall be within three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I hereto by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery accounts of the Option Custodian, one account established for the Advance Shares, the second account established for the Goldman Advance Shares and the third account established for Securities duly paid by other than the CompanyAdvance Shares and the Goldman Advance Shares. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives Underwriter on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12__, 20201999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Custodian on behalf of the Selling Stockholders, respectively, by wire transfer payable in same-day funds, with any transfer or similar taxes payable funds to the accounts specified by the Company and an Attorney-in-Fact (as defined in connection with the sale and delivery Custody Agreement) on behalf of the Securities duly paid by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The the Depository Trust Company unless Company, 55 Nxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxxess the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company and the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders, as appropriate, by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with Company and the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202011, or at such which date and time on such later date not more than three Business Days after the foregoing date as may be agreed postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxxthe location identified by the Representatives in New York, Xxx XxxxNew York, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of of, and payment for of the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.purchase price for, New York City time, on May 12, 2020, or at such time on such later date not more than three Business Days after the foregoing date as may be agreed between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to at 10:00 a.m., New York time, on March 25, 2004 (such date and time, the Representatives "CLOSING DATE") at the offices of Xxxxx, Brown, Xxxx & Maw LLP, Chicago, Illinois 60603. The Closing Date and the location of delivery of and the form of payment for the respective accounts of Securities may be varied by mutual agreement between the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale Initial Purchaser and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option The Securities shall be made delivered by the Issuers to the Initial Purchaser (or as the Initial Purchaser directs) through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging against payment by the Representatives Initial Purchaser of the purchase price therefor by means of wire transfer of immediately available funds to such account or accounts specified by the Company in New Yorkaccordance with Section 8(h) on or prior to the Closing Date, New York, not later than 1:00 PM on or by such means as the Business Day parties hereto shall agree prior to the Closing Date. If Unless the option provided for in Section 2(bCompany notifies the Initial Purchaser at least two (2) hereof is exercised after the third Business Day immediately preceding business days prior to the Closing Date, Date that it has elected to separately pay the Company will deliver fees payable to the Option Initial Purchaser for purchasing the Securities by wire transfer of immediately available funds and makes arrangements reasonably satisfactory to the Initial Purchaser (which arrangements shall continue to be satisfactory to the Initial Purchaser at the expense time of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Initial Purchaser of the purchase price thereof for the Securities) to or upon transfer such fees to the order Initial Purchaser concurrently with the payment by the Initial Purchaser of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement purchase price for the Option Securities occurs after the Closing DateSecurities, the Company will deliver hereby agrees that the Initial Purchaser may net out the fees payable to the Representatives on Initial Purchaser for purchasing the settlement date Securities from the purchase price for the Option Securities, and the obligation of the Underwriters to purchase the Option . The Securities shall be conditioned evidenced by one or more certificates in global form registered in such names as the Initial Purchaser may request upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on at least one business day's notice prior to the Closing Date pursuant and having an aggregate principal amount corresponding to Section 6 hereofthe aggregate principal amount of the Securities.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020, the time specified in Schedule I hereto or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives Representatives, the Forward Seller and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Forward Seller or the Company, as applicable, by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Forward Seller or the Company, as applicable. Delivery of the Underwritten Securities and the Option Securities (if exercised) shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Forward Seller (with respect to the Borrowed Option Securities) or the Company (with respect to the Company Option Securities), as the case may be, will deliver the Option Securities (at the expense of the Forward Seller or the Company, as applicable) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Forward Seller or the Company, as applicable, by wire transfer payable in same-day funds to an account specified by the Forward Seller or the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Companyas applicable. If settlement for the Option Securities occurs after the Closing Date, the Company Forward Seller or the Company, as applicable, will deliver to the Representatives on the settlement date for the Option Securitiesrelevant Settlement Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company and the Selling Stockholder named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Company and the Selling Stockholder named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020, the time specified in Schedule I hereto or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof of the Securities being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid account specified by the CompanySelling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Companywith expenses covered in accordance with Section 5(i)(i)) to the RepresentativesRepresentatives through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule I hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company applicable Selling Stockholders named in Schedule I by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable applicable Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule I hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.the office of Milbank, New York City Tweed, Hxxxxx & MxXxxx LLP, Oxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (Eastern time), on May 12January 22, 2020, 2008 or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “First Closing Date”). As used hereinIn addition, upon written notice from the Representative given to the Company from time to time not more than 13 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total principal amount of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall be not later than five full Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law Days after written notice of election to close in New York Citypurchase Optional Securities is given. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer . The Securities to be delivered or similar taxes payable in connection with evidence of their issuance shall be made available for checking at least 24 hours prior to the sale First Closing Date and delivery each Optional Closing Date. Delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct and letters confirming as of such date agree with the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.Company; and

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx XxxxxxXx., Xxx Xxxx, Xxx Xxxx, xx Xxxx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May February 12, 20202014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third second Business Day immediately preceding the Closing Date) shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 A.M.AM, New York City time, on May 12[·], 2020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company Issuer or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Issuer by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the CompanyIssuer in writing to the Representatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC, for the account of each Underwriter, unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third second Business Day immediately preceding the Closing Date, the Company Issuer will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Issuer by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanyIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents, and payment XX Xxxxxx Xxxxx as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), pursuant to which an escrow account will be established, at the Company’s expense, for the Underwritten Securities benefit of the Company and the Option Securities Investors (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding “Escrow Account”). Prior to the Closing DateDate (as hereinafter defined), (i) shall each of the Investors will deposit in the Escrow Account an amount equal to the price per Share as shown on the cover page of the Prospectus multiplied by the number of Shares to be made at 9:00 A.M.purchased by such Investor, and (ii) the Escrow Agent will notify the Company and the Placement Agent in writing whether the Investors have deposited in the Escrow Account funds in the amount equal to the proceeds of the sale of all of the Shares offered hereby (the “Requisite Funds”). At 12:00 p.m., New York City time, on May 12January 16, 2020, 2004 or at such other time on such later date not more than three Business Days after the foregoing other date as may be agreed between upon by the Representatives Company and the Company or as provided Placement Agents but in Section 9 hereof no event prior to the date on which the Escrow Agent shall have received all of the Requisite Funds and on which any checks for Requisite Funds have been cleared (such date and time of delivery and payment for the Securities being herein called is hereinafter referred to as the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made Escrow Agent will disburse the Requisite Funds from the Escrow Account to the Representatives for Company and the respective accounts of Placement Agents as provided in the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of Escrow Agreement and the Company by wire transfer payable in same-day fundsshall deliver the Shares to the Investors, with any transfer or similar taxes payable in connection with the sale and which delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall may be made through the facilities of The the Depository Trust Company unless the Representatives shall otherwise instructCompany. The Company agrees to have closing of the Securities available for inspection, checking and packaging by sale of the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior Shares to the Closing Date. If Investors (the option provided for in Section 2(b“Closing”) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (shall take place at the expense office of the Company) to the RepresentativesXxxxxxxx & Xxxxxxxx LLP, at 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx Xxxx 00000. All actions taken at the date specified by the Representatives (which Closing shall be within three Business Days after exercise of said option) for deemed to have occurred simultaneously. Certificates evidencing the respective accounts of Shares shall be in definitive form and shall be registered in such names and in such denominations as the several Underwriters, against payment Placement Agents shall request by the several Underwriters through the Representatives of the purchase price thereof written notice to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.[10:00 AM], New York City time, on May 12[ ], 20202014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Company, on behalf of each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholders and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment The Company will deliver the Underwriters' Debt Securities to you for the Underwritten Securities accounts of the Underwriters at the place specified in the Purchase Agreement, against payment of the purchase price by certified or bank cashier's check in same day or New York Clearing House funds (as agreed to by the parties and specified in the Purchase Agreement) drawn to the order of the Company, at the time set forth in this Agreement or at such other time not later than seven full business days thereafter as you and the Option Securities (if Company determine, such time being herein referred to as the option "time of purchase." Unless otherwise provided for in Section 2(b) hereof shall have been exercised the Purchase Agreement, the Underwriters' Debt Securities so to be delivered will be in definitive fully registered form registered in such authorized denominations and in such names as you request in writing not later than 10:00 A.M.,* on or before the third Business Day immediately preceding business day prior to the Closing Date) shall time of purchase, or, if no such request is received, in the names of the respective Underwriters in the amounts agreed to be made at 9:00 A.M., purchased by them pursuant to this Agreement. For the purpose of expediting the checking of the Under- * Times mentioned herein are New York City timeTime. writers' Debt Securities, on May 12, 2020, or at such time on such later date not more than three Business Days after the foregoing date as may be agreed between the Representatives and the Company or as provided agrees to make the Underwriters' Debt Securities available to you (at the place specified in Section 9 hereof (such date and the Purchase Agreement) in definitive form not later than 10:00 A.M. on the first business day preceding the time of purchase.* If any Purchase Agreement provides for sales of Purchased Debt Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Contract Debt Securities pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto (the "Delayed Delivery Contracts") with such changes therein as the Company may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and payment savings banks, insurance companies, pension funds, investment companies, and educational and charitable institutions. At the time of purchase the Company will pay you as compensation, for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery accounts of the Underwriters, the compensation set forth in such Purchase Agreement in respect of the principal amount of Contract Debt Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Debt Securities shall be made deducted from the Purchased Debt Securities to the Representatives for the respective accounts of the several Underwriters against payment be purchased by the several Underwriters through and the Representatives aggregate principal amount of Purchased Debt Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the purchase price thereof principal amount of Purchased Debt Securities set forth opposite each Underwriter's name in such Purchase Agreement, except to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale extent that you determine that such reduction shall be otherwise allocated and delivery of the Securities duly paid by so advise the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at 9:00 A.M., New York City time, on May 12, 2020the time specified in Schedule I hereto, or at such time on such later date not more later than three five Business Days after the foregoing such specified date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company Issuers or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities specified in Schedule I being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Issuers by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery Issuers. Delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon made through a common depository for Euroclear and Clearstream, for the account of the Underwriters, unless the Representatives shall otherwise instruct. Citigroup Global Markets Limited acknowledges that the Securities will initially be credited to an account (the “Commissionaire Account”) for the benefit of Citigroup Global Markets Limited, the terms of which include a third-party beneficiary clause (“stipulation pour autrui”) with the Issuers as third-party beneficiaries and provide that such Securities are to be delivered to others only against payment of the purchase price for the Securities into the Commissionaire Account on a delivery against payment basis. Citigroup Global Markets Limited acknowledges that (i) the Securities shall be held to the order of the Issuers as set out above and (ii) the purchase price for the Securities received in the Commissionaire Account will be held on behalf of the Issuers until such time as the Securities are transferred to the Issuers’ order. Citigroup Global Markets Limited undertakes to transfer the purchase price for the Securities to the Issuers’ order promptly following receipt of, supplemental opinions, certificates and letters confirming as of such date monies in the opinions, certificates Commissionaire Account. The Issuers acknowledge and letters delivered on accept the Closing Date benefit of the third-party beneficiary clause (“stipulation pour autrui”) pursuant to Section 6 hereofthe Belgian/Luxembourg Civil Code in respect of the Commissionaire Account.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed postponed by agreement between the Representatives and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein) with any transfer taxes or other similar fees or charges payable, “Business Day” shall mean under Federal law or the laws of any day other than a Saturdaystate, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated any political subdivision thereof, in connection with the sale of such Securities fully and duly paid by law to close in New York Citythe Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of to the Purchasers, and payment for for, the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) Senior Notes shall be made at 9:00 A.M., a.m. New York City time, on May 12April 29, 20201999 (the "Closing Date"), at the offices of DLJ, or at such other time on such later date not more than three Business Days after the foregoing date or place as may be agreed between the Representatives you and the Company shall designate. The Senior Notes in global or definitive form shall be registered in such names and issued in such denominations as provided you shall request. Each of Salomon, Chase and TD Securities hereby appoints as attorney-in-fact to act on their behalf UIH Funding and authorizes UIH Funding to purchase the Senior Notes from the Company on their behalf in Section 9 hereof (accordance with this paragraph pro rata in accordance with Schedule C attached hereto. Upon receipt of the Purchase Price plus an amount equal to the accrual of original issue discount on the Notes from the Issue Date to and including the date of reimbursement, if any, from each of Salomon, Chase and TD Sexxxxxxxs, UIH Funding will deliver the Senior Notes that it purchased on behalf of each of Salomon, Chase and TD Securities respectively to separate respective accounts at DLJ in their respective names. If UIH Funding has not received the Purchase Price from any such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated Purchaser by law to close in 2:00 p.m. New York CityTime on April 30, 1999, the Senior Notes to which such Purchaser would otherwise be entitled pursuant to this Agreement shall revert to UIH Funding without, notwithstanding any other provision contained herein or in the Fee Letter, any liability or continuing obligation pursuant to this Agreement or the Fee Letter on the part of such Purchaser to any other party to this Agreement or the Fee Letter. Delivery The Senior Notes shall be delivered to UIH Funding, who shall hold such Senior Notes on behalf of the Securities shall be made to Purchasers as custodian, on the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds, Closing Date with any transfer or similar taxes payable in connection with the sale and delivery of the Securities upon initial issuance thereof duly paid by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order Purchase Price by wire-transfer. Each of the Company Purchasers agrees that all Exempt Resales undertaken by wire transfer payable in same-day funds to an account specified each Purchaser will be conducted by the Companytheir respective or their respective affiliate's sales departments, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives but that all Exempt Resales shall only take place on the settlement date for terms as set forth in the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofFee Letter.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.[·] [a/p].m., New York City time, on May 12[·], 20202014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx XxxxxxXx., Xxx Xxxx, Xxx Xxxx, xx Xxxx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Initial Closing DateDate (as defined below)) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12November [], 20202013, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representative, the Company, Valero and the Company Exchange Party or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Initial Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Exchange Party to or upon the order of the Company Exchange Party by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyExchange Party. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives Representative shall otherwise instruct. The Company agrees On the Initial Closing Date, Valero will pay, by wire transfer in immediately available funds to have the Securities available for inspection, checking and packaging account or accounts previously specified to Valero by the Representatives Representative, a commission in New Yorkthe amount of $[] (the “Initial Closing Commission”), New York, not later than 1:00 PM on the Business Day prior which Commission shall be paid to the Closing DateRepresentative on behalf of, and for further distribution to, each Underwriter, pro rata in accordance with the amount of Securities set forth across such Underwriter’s name in Schedule I hereto. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Initial Closing Date, the Company Exchange Party will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date (an “Option Securities Closing Date”) specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company Exchange Party by wire transfer payable in same-day funds to an account the accounts specified by the CompanyExchange Party; provided, with any transfer or similar taxes payable in connection with the sale and delivery of however, that settlement for the Option Securities duly paid shall be at the same place as, and on the same day as and promptly after, the close of the exchange of the Additional Debt Obligations contemplated by the CompanyExchange Agreement. If settlement for the Option Securities occurs after the Initial Closing Date, the Company Exchange Party will deliver to the Representatives Representative on the settlement date for the Option SecuritiesSecurities Closing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Option Securities Closing Date pursuant to Section 6 hereof. The Initial Closing Date and any Option Securities Closing Date are each sometimes referred to as a “Closing Date.” On each Option Securities Closing Date, Valero will pay, by wire transfer in immediately available funds to the account or accounts previously specified to Valero by the Representative, a commission in an amount equal to $[] multiplied by a fraction, the numerator of which is the number of Option Securities delivered on such Option Securities Closing Date and the denominator of which is 1,966,884 (the result thereof, an “Option Securities Commission” and the aggregate amount of Option Securities Commissions paid, together with the Initial Closing Commission, the “Underwriting Commission”), which Option Securities Commission shall be paid to the Representative on behalf of, and for further distribution to, each Underwriter, pro rata in accordance with the amount of Securities set forth across such Underwriter’s name in Schedule I hereto.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[ ], 20202002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Selling Stockholders and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective purchase price thereof prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from such Selling Stockholder, checking and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxxthrough The Depository Trust Company, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) ), for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Shareholders to or upon the order of the Company and the Selling Shareholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Shareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Shareholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Shareholders named in Schedule I hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Shareholders named in Schedule I by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Selling Shareholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule I hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Shareholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12November 21, 20202012, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representative, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable funds to the accounts specified in connection with the sale and delivery of the Securities duly paid writing by the CompanyCompany and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Company agrees Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the options provided for inspection, checking and packaging by in Section 2(b) hereof are exercised after the Representatives in New York, New York, not later than 1:00 PM on the third Business Day prior to the Closing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company and the Selling Stockholder, severally and not jointly, will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx 0 Xxxxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx XxxxXxxxxx, xx Xxxxxxxxxxxxx, on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the respective purchase price prices thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the CompanyCompany and the Selling Stockholder, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Companyrespectively. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder, severally and not jointly, will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12November 23, 20202004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an the account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12July [8], 20202003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery accounts of the Custodian, one account established for the Advance Shares (as defined in the Custody Agreement), the second account established for Securities duly paid by other than the CompanyAdvance Shares and the third account for the Goldman Advance Shares (as defined in the form of Custody Agreement entered into among the Custodian, Gxxxxxx, Sachs & Co. and each of Cxxxx X. Xxxxx, Pxxxx X. Xxxxxx, Mxxxxxx X. XxxXxxxxx, Dxxxx A.X. Xxx, M.D. Ph.D, Jxxxxxx X. Xxxxx and Cxxxxxxx X. Xxxxxxx). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspectionto be purchased by them from the Selling Stockholders, checking and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders named in Schedule II will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II hereto by wire transfer payable in same-day funds to an account specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery accounts of the Option Custodian, one account established for the Advance Shares, the second account established for Securities duly paid by other than the CompanyAdvance Shares and the third account for the Goldman Advance Shares. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.[10:00 AM], New York City time, on May 12, 2020[ ], or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanySelling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Company, on behalf of the Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from the Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, Representatives at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx [ ] on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12, 20202008, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding prior to the Closing Date) shall be made at 9:00 A.M.10:00 AM, New York City time, on May 12[October] , 20201999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be agreed between postponed by agreement among the Representatives Representatives, the Company and the Company Selling Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds, with any transfer or similar taxes payable in connection with funds to the sale and delivery of the Securities duly paid accounts specified by the CompanyCompany and the Selling Stockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Company agrees Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to have the several Underwriters of the Securities available for inspection, checking to be purchased by them from such Selling Stockholder and packaging by the Representatives respective Underwriters will pay any additional stock transfer taxes involved in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Datefurther transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding prior to the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to an account the accounts specified by the Company, with any transfer or similar taxes payable Selling Stockholders named in connection with the sale and delivery of the Option Securities duly paid by the CompanySchedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.