Common use of Delivery of and Payment for Securities Clause in Contracts

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the several Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Deutsche Bank Securities Inc. (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b4(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, in the case of notice delivered prior to the First Closing Date, not earlier than either the First Closing Date Date, or in the case of notice delivered after the First Closing Date, not earlier than the second Business Day after the date on which the option shall have been exercised exercised, nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates".”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b4(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. (a) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the several Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “"First Closing Date”"). . (b) The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, in the case of notice delivered prior to the First Closing Date, not earlier than either the First Closing Date Date, or in the case of notice delivered after the First Closing Date, not earlier than the second Business Day after the date on which the option shall have been exercised exercised, nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.”") (c) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of SkaddenRxxx Capital Partners, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 2 hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsRepresentative. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) Shares to be purchased by the Underwriters Underwriter from the Company against payments payment for such securities Securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Underwriter (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City timeupon by the Company and the Underwriter), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities Shares occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Underwriter and the Company (the “First Closing Date”). The option to purchase Optional Securities Shares granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesUnderwriter. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesUnderwriter, when the Optional Securities Shares are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities Shares is to be at the offices set forth above for delivery and payment of the Firm SecuritiesShares. (The First Closing Date and the each Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for On the Closing Date, the Company shall deliver the Firm Securities (Shares or evidence of Securities in book entry form) and the Optional Securities Shares, as applicable, which shall be registered in the name or names and shall be in such denominations as the Underwriter may request at least one (or evidence of Securities in book entry form1) business day before the applicable Closing Date, to the Underwriter, which delivery shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Depository Trust Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter’s DWAC system.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fifth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters Underwriter from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Underwriter (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Underwriter and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b4(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesUnderwriter. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesUnderwriter, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates".”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, Underwriter against payment by the Representatives, for the several accounts of the Underwriters, Underwriter of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Underwriter shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Underwriter at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each the Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. (i) Delivery of the stock and warrant certificates representing the securities comprising the Firm Units shall be made to the Underwriters at the offices of Xxxxx, 00 Xxxxxxxxxx Xxxx, Xxxxx Xxxx, Xxx Xxxx 00000, or such other location as you shall determine and advise the Company upon at least two (2) full business days' notice in writing, against payment therefor by certified or bank cashier's check drawn in New York clearing house funds or similar next day funds or by wire transfer payable to the order of the Company, at 10:00 A.M., Eastern Time, on ____________, 2000, or at such other time and business day (Saturdays, Sundays, and legal holidays in New York, New York not being considered business days for the purposes of this Agreement), not later than the 10th business day following the Effective Date, as shall be determined by the Representatives, which time and date are herein called the "Closing Date." (ii) Delivery of certificates for the Firm Securities Common Stock and Warrants comprising the Units shall be made in registered form in such name or names and in such denominations as you shall specify to the Company upon at least two (2) full business days' notice in writing prior to the Closing Date or evidence of Securities in book entry form) the Option Closing Date, as the case may be. The Company will make the certificates available to be purchased by the Underwriters from for examination at the Company against payments for offices of Xxxxx, 00 Xxxxxxxxxx Xxxx, Xxxxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxx, Chairman, or at such securities other location as you shall specify to the Company, not later than 2:00 P.M., Eastern Time, on the business day immediately preceding the Closing Date or the Option Closing Date, as the case may be. At the request of the Representatives, delivery of the Common Stock and Warrants comprising the Units shall be made through the facilities of The Depository Trust Company (“"DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxxx Fxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities and payment of the purchase price for the Firm Securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Hunton & Xxxx Wxxxxxxx LLP, 200 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple up to two occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC the Depository Trust Company by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates Certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (The Company shall deliver, or evidence of Securities in book entry form) cause to be purchased by delivered to the Underwriters from the Company against payments for such securities shall be made Representative through the facilities of The Depository the Depositary Trust Company (“DTC”) or at unless the offices of SkaddenRepresentative shall otherwise instruct, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, to the Representative the Firm Shares and the Warrants on the second full Business Day following the date hereof or, if the pricing of the Firm Securities Shares occurs after 4:30 p.m., New York City time, at such time on the second third full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”), against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to the Representative through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, the Option Securities the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Securities shall be registered in such names and denominations as the Representative shall have requested prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. The option to purchase Optional Securities Option Shares and/or Option Warrants granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth (i) the aggregate number of Optional Securities Option Shares and/or Option Warrants as to which the option is being exercised and (ii) the time and date, not earlier than either the First Closing Date or the second first Business Day after the date on which the option shall have been exercised nor later than the fifth fourth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities Option Shares and/or Option Warrants are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities Option Shares and/or Option Warrants is to be at the offices set forth above for delivery and payment of the Firm SecuritiesShares and the Warrants. (The First Closing Date and the each Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) Shares, Warrants and the Optional Securities (or evidence of Securities in book entry form) any Option Shares and/or Option Warrants shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, Underwriters against payment by the Representatives, for the several accounts of the Underwriters, Underwriters of the purchase price therefor by wire transfer of immediately available funds to a bank an account designated specified in writing, not later than the close of business on the business day next preceding the First Date or the Option Closing Date, as the case may be, by the Company. The certificates Payment for the Firm Securities and sold by the Optional Securities Company hereunder shall be registered in such names and denominations as delivered by the Representatives shall have requested at least one full Business Day prior Representative to the applicable Closing Date Company. Delivery of the Firm Shares, Warrants and any Option Shares and/or Option Warrants shall be made available for checking and packaging at a location in New York, New York as may be designated by through the Representatives at least one full Business Day prior to such Closing Date. Time facilities of The Depositary Trust Company unless the Representative shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriterotherwise instruct.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters Underwriter from the Company against payments payment for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Underwriter (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Underwriter and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesUnderwriter. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesUnderwriter, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) ). Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the UnderwritersUnderwriter, against payment by the Representatives, for the several accounts of the Underwriters, Underwriter of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Underwriter shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Underwriter at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each the Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Capital Partners LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsRepresentative. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b4(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates".”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery Payment of the purchase price for the Firm Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made RBC Capital Markets, LLC through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on March 18, 2015 (unless another time shall be agreed to by RBC Capital Markets, LLC and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the “First Closing Date.” Each of the First Closing Date and the Option Closing Dates is herein individually referred to as a “Closing Date” and collectively they are referred to as the “Closing Dates.” Electronic transfer of the Firm Securities shall be made to the Underwriters at the First Closing Date in such names and in such denominations as RBC Capital Markets, LLC shall specify. Payment of the purchase price for the Optional Securities shall be made at the applicable Option Closing Date in the same manner and at the same office as the payment for the Firm Securities. Electronic transfer of the Optional Securities shall be made to the Underwriters at the Option Closing Date in such names and in such denominations as RBC Capital Markets, LLC shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of SkaddenGxxxxx, Arps, Slate, Xxxxxxx Dxxx & Xxxx Cxxxxxxx LLP, 200 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 (or such other place as mutually may be agreed upon) ), at 10:00 a.m.A.M., New York City time, on the second full Business Day following dates of the date hereof or, if closing of the pricing purchase of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exerciseOptional Securities, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Datescase may be.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“"DTC”") or at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxxx Fxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., p.m. (New York City time, ) at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.”") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for a global note representing the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxxx Xxxxx XxxxxxOne Manhattan West, Xxx XxxxNew York, Xxx Xxxx 00000 New York 10001 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second third full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number principal amount of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) ” Delivery of certificates for a global note representing the Firm Securities (or evidence of Securities in book entry form) and a global note representing the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for global notes representing the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities and certificates for the Optional Securities, if the option to purchase the same is exercised on or before the third Business Day (or evidence of Securities as defined in book entry formSection 13 hereof) prior to the First Closing Date, to be purchased by the Underwriters from the Company against and the Selling Stockholder, as the case may be, and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of SkaddenXxxx Capital Partners, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City timeupon by the Company and the Underwriters), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives you and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b2(b) hereof may be exercised during the term thereof by written notice to the Company and the Selling Stockholder from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsyou. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representativesyou, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”). To the extent the Underwriters do not exercise the option to purchase Optional Securities within the exercise period set forth in 2(b), Xxxx Capital Partners, LLC shall pay the Company an amount equal to 2.5% of the foregone over-allotment proceeds (which foregone over-allotment proceeds shall equal the public offering price, as set forth on the cover page of the Final Prospectus (the “Public Offering Price”) multiplied by the total number of shares of Common Stock authorized to be purchased pursuant to the over-allotment option from the Company and the Selling Stockholder and which remain unpurchased at the end of the exercise period). Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company and the Selling Stockholder to the Representativesyou, for the respective accounts of the Underwriters, against payment by the Representativesyou, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the Companyorder of the Company and the Selling Stockholder as applicable. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives you shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives you at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“"DTC”") or at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxxx Fxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., p.m. (New York City time, ) at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.”") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for a global note representing the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number principal amount of Optional Securities plus accrued interest as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for a global note representing the Firm Securities (or evidence of Securities in book entry form) and a global note representing the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for global notes representing the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second [third] full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second [fourth] full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b4(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Chardan or Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company and the Custodian from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company Sellers to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the Companyorder of such Sellers. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. (1) Delivery of certificates and payment for the Firm Securities and the Option Securities (if the Option provided for in Section 2(b) hereof shall have been exercised on or evidence of Securities in book entry formbefore the second Business Day prior to the First Closing Date) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of SkaddenCravath, ArpsSwaine & Moorx, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx 005 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or xx such other place as mutually may be agreed upon) ), at 10:00 a.m., New York City time, on the second full Business Day following the date hereof orFebruary 18, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter2000, or at such other later date (not later than February 25, 2000,) as the Initial Purchasers shall designate, which date and time as shall may be determined postponed by agreement between the Representatives Initial Purchasers and the Company or as provided in Section 8 hereof (such 14 14 date and time of delivery and payment for the “Securities being herein called the "First Closing Date”"). . (2) The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option Option may be exercised in whole or part, and if in part, part at any time (but not more than once) on or before the option may be exercised on multiple occasions. Such 30th day after the date of the Final Memorandum upon written or telegraphic notice shall set by the Initial Purchasers to the Company setting forth the aggregate number of Optional Option Securities as to which the option is being exercised Initial Purchasers are exercising the Option and the time and date, not earlier than the later of either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth third Business Day after the date of such exercise, as determined by the RepresentativesInitial Purchasers, when the Optional Option Securities are to be delivered (the “"Option Closing Date”"). Delivery of certificates for, and payment for such Optional of, the Option Securities is to shall be made at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “a "Closing Date” " and collectively referred to as the “"Closing Dates".” (3) Delivery of certificates for The Securities to be purchased by the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) Initial Purchasers hereunder shall be made through the facilities of DTC delivered by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, Initial Purchasers against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of in immediately available funds funds. On each Closing Date, payment will be made against delivery of one or more global securities certificates to a bank account designated by the Company. The certificates for the Firm Securities be deposited with, or on behalf of, DTC, and the Optional Securities shall be registered in such names and denominations the name of Cede & Co., as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each UnderwriterDTC's nominee.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxxx Xxxxx XxxxxxOxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fifth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) Shares to be purchased by the Underwriters from the Company against payments payment for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City timeupon by the Company and the Representative), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities Shares occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities Shares granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities Shares are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities Shares is to be at the offices set forth above for delivery and payment of the Firm SecuritiesShares. (The First Closing Date and the each Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) Shares and the Optional Securities (or evidence of Securities in book entry form) Shares shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, Underwriters against payment by the Representatives, for the several accounts of the Underwriters, Underwriters of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities Shares and the Optional Securities Shares shall be registered in such names and denominations as the Representatives Underwriters shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriterthe Underwriters.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxxx Xxxxx XxxxxxOxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second sixth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“"DTC”") or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.”") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities and payment of the purchase price for the Firm Securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Hunton & Xxxx Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second third full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple up to two occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC the Depository Trust Company by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates Certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (and the Optional Securities, if the option to purchase the same is exercised on or evidence of Securities before the third Business Day (as defined in book entry formSection 15 hereof) prior to the First Closing Date) (as defined below) to be purchased by the Underwriters from the Company against and the Selling Stockholders and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives you and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsyou. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representativesyou, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.”) ". Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company and the Selling Stockholders to the Representativesyou, for the respective accounts of the Underwriters, against payment by the Representativesyou, for the several accounts of the Underwriters, of the purchase price therefor by (i) federal funds wire transfer of immediately available funds to a or (ii) certified or official bank account designated by the Companycheck payable in next day funds. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives you shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities and payment of the purchase price for the Firm Securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Hunton & Xxxx Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple up to two occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC the Depository Trust Company by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates Certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters Underwriter from the Company against payments payment for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Underwriter (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Underwriter and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesUnderwriter. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesUnderwriter, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the each Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, Underwriter against payment by the Representatives, for the several accounts of the Underwriters, Underwriter of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Underwriter shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Underwriter at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each the Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities and certificates for the Optional Securities, if the option to purchase the same is exercised on or before the third Business Day (or evidence of Securities as defined in book entry formSection 13 hereof) prior to the First Closing Date, to be purchased by the Underwriters from the Company against and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of SkaddenXxxx Capital Partners, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives you and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b2(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsyou. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representativesyou, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representativesyou, for the respective accounts of the Underwriters, against payment by the Representativesyou, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives you shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives you at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 MDB Capital Group LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase the Optional Securities granted in Section 3(b) 2 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option exercise for the Optional Securities may be exercised for either or both the Optional Shares and Optional Warrants, in whole or in part, and if in part, the option may be exercised on multiple occasionsmore than one occasion. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments payment for such securities Securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed uponupon by the Company and the Representative) at 10:00 a.m., New York City time, on the second third full Business Day (as defined herein) following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). Delivery of the Firm Securities at the First Closing Date shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The option to purchase Optional Securities granted in Section 3(b) 2 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Disclosure Package and the Prospectus, and to certain dealers selected by the Representative, at a price that represents a concession not in excess of $[·] per share of Common Stock, their respective portions of the Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of in immediately available funds by federal funds wire transfer to a bank account designated by the order of the Company. The purchase price payable by the Underwriters for such Securities shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding required by law. The certificates or electronic book entries, as applicable, for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York York, as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery Payment of the purchase price for the Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on March 3, 2016 (unless another time shall be agreed to by the Representative and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made with respect to the Firm Securities is hereinafter sometimes called the “First Closing Date.” Each of the First Closing Date and the Option Closing Dates is herein individually referred to as a “Closing Date” and collectively they are referred to as the “Closing Dates.” Electronic transfer of the Securities shall be made to the Underwriters at the First Closing Date in such names and in such denominations as the Representative shall specify. Payment of the purchase price for the Optional Securities shall be made at the applicable Option Closing Date in the same manner and at the same office as the payment for the Firm Securities. Electronic transfer of the Optional Securities shall be made to the Underwriters at the Option Closing Date in such names and in such denominations as the Representative shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of SkaddenManatt, ArpsXxxxxx & Xxxxxxxx, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxx Xxxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000 (or such other place as mutually may be agreed upon) ), at 10:00 a.m.A.M., New York City time, on the second full Business Day following date of the date hereof or, if closing of the pricing purchase of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exerciseOptional Securities, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Datescase may be.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“"DTC”") or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., p.m. (New York City time, ) at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.”") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (and certificates for the Optional Securities, if the option to purchase the same is exercised on or evidence of Securities before the third Business Day (as defined in book entry formSection 13 hereof) prior to the First Closing Date (as defined below)) to be purchased by the Underwriters from the Company against and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Latham & Xxxx Watkins LLP, Xxxx Xxxxx Xxxxxx650 Town Center Drive, Xxx Xxxx20th Floor, Xxx Xxxx 00000 Costa Mesa, Cxxxxxxnia (or such other place as mutually may be agreed upon) at 10:00 a.m.xx xxch othxx xxxxx xx xxxxxxxx xxx xx xxxxxx xxxx), New York City time, on the second full xx xxx xxxxx xxll Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives you and the Company (the “First Closing Date”"FIRST CLOSING DATE"). The option to purchase Optional Securities granted in Section 3(b) 2 hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsyou. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representativesyou, when the Optional Securities are to be delivered (the “Option Closing Date”"OPTION CLOSING DATE"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” "CLOSING DATE" and collectively referred to as the “Closing Dates"CLOSING DATES".”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representativesyou, for the respective accounts of the Underwriters, against payment by the Representativesyou, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives you shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives you at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates and payment for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of SkaddenXxxx Capital Partners, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) 2 hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsRepresentative. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates the Securities shall be made to the Representative for the Firm respective accounts of the several Underwriters against payment by the several Underwriters of the respective aggregate purchase prices of the Securities (being sold by the Company to or evidence upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the The Depository Trust Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as unless the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriterotherwise instruct.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) Shares to be purchased by the Underwriters from the Company against payments payment for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the Representative (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City timeupon by the Company and the Representative), on the second full Business Day following the date hereof or, if the pricing of the Firm Securities Shares occurs after 4:30 p.m., New York City time, at such time on the second third full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase Optional Securities Shares granted in Section 3(b) 3 hereof may be exercised during the term thereof by written notice to the Company from the RepresentativesRepresentative. The option may be exercised in whole or part, and if in part, the option may can be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second first Business Day after the date on which the option shall have been exercised nor later than the fifth fourth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities Shares are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities Shares is to be at the offices set forth above for delivery and payment of the Firm SecuritiesShares. (The First Closing Date and the each Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) Shares and the any Optional Securities (or evidence of Securities in book entry form) Shares shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, Underwriters against payment by the Representatives, for the several accounts of the Underwriters, Underwriters of the purchase price therefor by wire transfer of immediately available funds to a bank an account designated specified in writing, not later than the close of business on the business day next preceding the First Date or the Option Closing Date, as the case may be, by the Company. The certificates Payment for the Firm Securities and sold by the Optional Securities Company hereunder shall be registered in such names and denominations as delivered by the Representatives shall have requested at least one full Business Day prior Representative to the applicable Closing Date and Company. Delivery of the Shares shall be made available for checking and packaging at a location in New York, New York as may be designated by through the Representatives at least one full Business Day prior to such Closing Date. Time facilities of The Depositary Trust Company unless the Representative shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriterotherwise instruct.

Delivery of and Payment for Securities. Delivery Payment of the purchase price for the Firm Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made Ladenburg Xxxxxxxx & Co. Inc. through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on July 15, 2021 (unless another time shall be agreed to by Ladenburg Xxxxxxxx & Co. Inc. and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the “First Closing Date.” Each of the First Closing Date and the Option Closing Dates is herein individually referred to as a “Closing Date” and collectively they are referred to as the “Closing Dates.” Electronic transfer of the Firm Securities shall be made to the Underwriters at the First Closing Date in such names and in such denominations as Ladenburg Xxxxxxxx & Co. Inc. shall specify. Payment of the purchase price for the Optional Securities shall be made at the applicable Option Closing Date in the same manner and at the same office as the payment for the Firm Securities. Electronic transfer of the Optional Securities shall be made to the Underwriters at the Option Closing Date in such names and in such denominations as Ladenburg Xxxxxxxx & Co. Inc. shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of SkaddenXxxxxx & Xxxxxx L.L.P., Arps0000 Xxxxxxxxxxxx Xxxxxx XX, SlateXxxxxxxxxx, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (or such other place as mutually may be agreed upon) ), at 10:00 a.m.A.M., New York City time, on the second full Business Day following dates of the date hereof or, if closing of the pricing purchase of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exerciseOptional Securities, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Datescase may be.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities and payment of the purchase price for the Firm Securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Hunton & Xxxx Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple up to two occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC the Depository Trust Company by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates Certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the second fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxxx Fxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, a.m. on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one two full Business Day Days prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities and certificates for the Optional Securities, if the option to purchase the same is exercised on or before the third Business Day (or evidence of Securities as defined in book entry formSection 13 hereof) prior to the First Closing Date, to be purchased by the Underwriters from the Company against and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of SkaddenXxxx Capital Partners, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives you and the Company (the “"First Closing Date”"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsyou. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representativesyou, when the Optional Securities are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates".”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company and the Selling Stockholder to the Representativesyou, for the respective accounts of the Underwriters, against payment by the Representativesyou, for the several accounts of the Underwriters, of the purchase price therefor by Federal funds wire transfer of immediately available funds to a bank account designated by the Companytransfer. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives you shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives you at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against and payments for such securities therefor shall be made through the facilities of The Depository Trust Company (“DTC”) or at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 MDB Capital Group LLC (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time), on the second third full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the second fourth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives Representative and the Company (the “First Closing Date”). The option to purchase the Optional Securities granted in Section 3(b) 2 hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasionsRepresentative. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativesRepresentative, when the Optional Securities are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates”.”) Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the RepresentativesRepresentative, for the respective accounts of the Underwriters, against payment by the RepresentativesRepresentative, for the several accounts of the Underwriters, of the purchase price therefor by (i) Federal funds wire transfer of immediately available or (ii) certified or official bank check payable in next day funds to a bank account designated by the order of the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives Representative shall have requested at least one two full Business Day Days prior to the applicable Closing Date Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.