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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants shall be made at [10:00] A.M., New York City time, on [Date] or at such other date or place as shall be determined by agreement between the Representative and the Company, not later than [Date]. This date and time are hereinafter referred to as the “Initial Delivery Date”. Delivery of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Firm Shares and the Firm Warrants through the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants are to be registered, the denominations in which the Option Shares and/or Option Warrants are to be issued and the date and time, as determined by the Representative, when Option Shares and/or Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or Option Warrants are delivered is sometimes referred to as an “Option Delivery Date”, and the Initial Delivery Date and any Option Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative shall be made at [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Delivery Date, the Company shall deliver, or cause to be delivered, the Option Shares and/or the Option Warrants, to the Representative for the account of each Underwriter, against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants shall be made at [10:00] A.M., New York City time, on [Date] or at such other date or place as shall be determined by agreement between the Representative and the Company, not later than [Date]. This date and time are hereinafter referred to as the “Initial Delivery Date”. Delivery of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Firm Shares and the Firm Warrants through the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants are to be registered, the denominations in which the Option Shares and/or Option Warrants are to be issued and the date and time, as determined by the Representative, when Option Shares and/or Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or Option Warrants are delivered is sometimes referred to as an “Option Delivery Date”, and the Initial Delivery Date and any Option Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative shall be made at [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Delivery Date, the Company shall deliver, or cause to be delivered, the Option Shares and/or the Option WarrantsShares, to the Representative for the account of each Underwriter, against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative shall otherwise instruct.

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

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

Delivery of and Payment for the Securities. Delivery of to the Underwriters of, and payment for for, the Firm Shares and the Firm Warrants Securities shall be made at [10:00] A.M.the offices of Xxxxxxx Xxxxx LLP, New York City 000 Xxxxxx, Suite 4200, Houston, Texas at 9:00 a.m., Houston time, on [Date] the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial Delivery Date”. Delivery .” The Firm Securities will be delivered to the Underwriters against payment of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, by wire transfer price therefor in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the accounts specified by the Companyobligation of each Underwriter hereunder. The Company shall deliver the Firm Shares and the Firm Warrants Securities through the facilities of DTC The Depository Trust Company (“DTC”) unless the Representative Underwriters shall otherwise instruct. The option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativeUnderwriters; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Shares and/or Option Warrants Securities as to which the option is being exercised, the names in which the shares of Option Shares and/or Option Warrants Securities are to be registered, the denominations in which the shares of Option Shares and/or Option Warrants Securities are to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the shares of Option Shares and/or Option Warrants Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the shares of Option Shares and/or Option Warrants Securities are delivered is sometimes referred to as an “Option Securities Delivery Date”, ,” and the Initial Delivery Date and any Option Securities Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery to the Underwriters of the Option Shares and/or Option Warrants by the Company and any payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Securities shall be made at [10:00] A.M.the offices of Xxxxxxx Xxxxx LLP, New York City 000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx at 9:00 a.m., Houston time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company. On each the Option Securities Delivery Date, the Company shall deliver, or cause to Option Securities will be delivered, the Option Shares and/or the Option Warrants, delivered to the Representative for the account of each Underwriter, Underwriters against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants being sold by the Company, by wire transfer price therefor in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the accounts specified by the Companyobligation of each Underwriter hereunder. The Company shall deliver the Option Shares and/or Option Warrants Securities through the facilities of DTC unless the Representative Underwriters shall otherwise instruct.

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Securities shall be made at [10:00] A.M.the office of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000, at 9:00 a.m., New York City time, on [Date] the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial "First Delivery Date”. ." On the First Delivery Date, the Company, through the facilities of The Depository Trust Company ("DTC"), shall deliver or cause to be delivered the Firm Shares and the Firm Warrants shall be made Securities to the Representative Representatives for the account of each Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Firm Shares and Firm Warrants being sold by the Company, purchase price by wire transfer in immediately available funds, of same-day funds to the accounts specified a bank account designated by the Company. The Company Time shall deliver be of the essence, and delivery at the time and place specified pursuant to the Underwriting Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Shares and Securities will be registered in the Firm Warrants through name of Cede & Co., as nominee for DTC. At any time on or before the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 45 days 30th after the date of this Agreement and the option granted above may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayUnderwriters. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants Securities as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants Securities are to be registered, the denominations in which the Option Shares and/or Option Warrants Securities are to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the Option Shares and/or Option Warrants Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each The date and time the Option Shares and/or Option Warrants Securities are delivered is are sometimes referred to as an “Option the "Second Delivery Date”, " and the Initial First Delivery Date and any Option the Second Delivery Date are sometimes each referred to as a “"Delivery Date”". Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Securities shall be made at [10:00] A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section (or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company) at 9:00 a.m., New York City time, on the Second Delivery Date. On each Option the Second Delivery Date, the Company Company, through the facilities of DTC, shall deliver, deliver or cause to be delivered, delivered the Option Shares and/or the Option Warrants, Securities to the Representative Representatives for the account of each Underwriter, Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Option Shares and/or Option Warrants being sold by the Company, purchase price by wire transfer in immediately available funds, of same-day funds to the accounts specified a bank account designated by the Company. The Company Time shall deliver be of the essence, and delivery at the time and place specified pursuant to the Underwriting Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Shares and/or Option Warrants through Securities shall be registered in the facilities name of DTC unless the Representative shall otherwise instructCede & Co., as nominee of DTC.

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Securities shall be made at [10:00] A.M.10:00 a.m., New York City time, on [Date] the second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial Delivery Date”. Delivery of (i) the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”) and (ii) the Firm Warrants shall be made to in physical, certificated form, in each such case, issued in such names and in such denominations as the Representative for the account of each Underwriter against payment may direct by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by notice in writing to the Company, in both cases, against payment of the aggregate purchase price therefor by wire transfer in immediately available funds, funds to the accounts specified by the Company. The Company Time shall deliver be of the Firm Shares essence, and delivery at the Firm Warrants through time and place specified pursuant to this Agreement is a further condition of the facilities obligation of DTC unless the Representative shall otherwise instructUnderwriters. The option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants are to be registered, the denominations in which the Option Shares and/or Option Warrants are to be issued and the date and time, as determined by the Representative, when the Option Shares and/or the Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or the Option Warrants are delivered is sometimes referred to as an “Option Securities Delivery Date”, and the Initial Delivery Date and any Option Securities Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or the Option Warrants by the Company and payment for the Option Shares and/or the Option Warrants by the several Underwriters through the Representative shall be made at [10:00] A.M.10:00 a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Share Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the Option Shares and/or the Option Warrants, to the Representative for the account of each Underwriter, Warrants against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices price of the Option Shares and/or Option Warrants being sold by the Company, Company to or upon the order of the Company by wire transfer in immediately available funds, funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative shall otherwise instruct. The Company shall deliver the Option Warrants in physical, certificated form. The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered by a Holder (as defined in the Pre-Funded Warrants) on or prior to 12:00 p.m., New York City time, on the Initial Delivery Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares (as defined in the Pre-Funded Warrants) subject to such notice(s) to the Holder by 4:00 p.m., New York City time, on the Initial Delivery Date. The Company acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company.

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Securities shall be made at [10:00] the office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on [Date] the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial "First Delivery Date”. ." On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Shares and the Firm Warrants shall be made Securities to the Representative Underwriters for the account of each Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Firm Shares and Firm Warrants being sold by the Company, purchase price by wire transfer in immediately available funds. Time shall be of the essence (except that the Company will not be responsible for any delay resulting from any action or inaction of any Underwriter) and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. Upon delivery, the Firm Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the accounts specified First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Company shall make the certificates representing the Firm Securities available for inspection by the CompanyUnderwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The Company shall deliver At any time on or before the Firm Shares and thirtieth day after the Firm Warrants through date of this Agreement, the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayUnderwriters. Such notice shall set forth the aggregate number of shares of Option Shares and/or Option Warrants Securities as to which the option is being exercised, the names in which the shares of Option Shares and/or Option Warrants Securities are to be registered, the denominations in which the shares of Option Shares and/or Option Warrants Securities are to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the shares of Option Shares and/or Option Warrants Securities are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each The date and time the shares of Option Shares and/or Option Warrants Securities are delivered is are sometimes referred to as an “Option the "Second Delivery Date”, " and the Initial First Delivery Date and any Option the Second Delivery Date are sometimes each referred to as a “"Delivery Date”". Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Securities shall be made at [10:00] the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the CompanySecond Delivery Date. On each Option the Second Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the certificates representing the Option Shares and/or the Option Warrants, Securities to the Representative Underwriters for the account of each Underwriter, Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Option Shares and/or Option Warrants being sold by the Company, purchase price by wire transfer in immediately available funds. Time shall be of the essence (except that the Company will not be responsible for any delay resulting from any action or inaction of any Underwriter), and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names and in such denominations as the Underwriters shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Securities, the Company shall make the certificates representing the Option Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the accounts specified by the Company. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative shall otherwise instructSecond Delivery Date.

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

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants shall be made at [10:00] 10:00 A.M., New York City time, on [Date] ●], 2021 or at such other date or place as shall be determined by agreement between the Representative and the Company, not later than [Date●], 2021. This date and time are hereinafter referred to as the “Initial Delivery Date”. .” Delivery of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Firm Shares and the Firm Warrants through the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option Over-Allotment Option is being exercised, the names in which the Option Shares and/or Option Warrants are to be registered, the denominations in which the Option Shares and/or Option Warrants are to be issued and the date and time, as determined by the Representative, when Option Shares and/or Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the option Over-Allotment Option shall have been exercised. Each date and time the Option Shares and/or Option Warrants are delivered is sometimes referred to as an “Option Delivery Date”, ,” and the Initial Delivery Date and any Option Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative shall be made at [10:00] 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Delivery Date, the Company shall deliver, or cause to be delivered, the Option Shares and/or the Option Warrants, to the Representative for the account of each Underwriter, against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Firm Shares and the Firm Warrants Stock shall be made at [10:00] A.M.the office of King & Spalding LLP, New York City 1000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m., Houston, Texas time, on [Date] June 2, 2004, or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial First Delivery Date.” On the First Delivery Date, the Company shall cause its transfer agent to deposit as original issue the Firm Stock pursuant to the Full Fast Delivery Program of The Depository Trust Company (“DTC”. Delivery ) against payment to or upon the order of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and Company of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the accounts specified by the Company. First Delivery Date. (b) The Company shall deliver the Firm Shares and the Firm Warrants through the facilities of DTC unless the Representative shall otherwise instruct. The option Option granted in Section 2 will expire 45 (i) with respect to up to 310,000 shares of Option Stock, at 5:00 pm, Eastern time, on the business day immediately prior to the First Delivery Date and (ii) with respect to up to 620,000 shares of Option Stock, at 5:00 pm, Eastern time on a day 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls Representatives on a day that is not a business day, or prior to the option granted in Section 2 will expire on the next succeeding business dayapplicable expiration time. Such notice shall set forth the aggregate number of shares of Option Shares and/or Option Warrants Stock as to which the option Option is being exercised, the names in which the Option Shares and/or Option Warrants are Stock is to be registered, the denominations in which the Option Shares and/or Option Warrants are Stock is to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the Option Shares and/or Option Warrants are Stock is to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the option Option shall have been exercised nor later than the fifth business day after the date on which the option Option shall have been exercised; and provided further, however that delivery of up to 310,000 shares of Option Stock in connection with any exercises of the Option pursuant to delivery of notice prior to the time specified in clause (i) of this paragraph shall be made on the First Delivery Date. Each The date and time the Option Shares and/or Option Warrants Stock are delivered is sometimes referred to as an a “Option Second Delivery Date”, ” and the Initial First Delivery Date and any Option Second Delivery Date are sometimes each referred to as a “Delivery Date.”. (c) Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Stock shall be made at [10:00] A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 3 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company) at 9:00 a.m., Houston, Texas time, on such Second Delivery Date. On each Option such Second Delivery Date, the Company shall deliver, or cause its transfer agent to be delivered, deposit as original issue the Option Shares and/or the Option Warrants, Stock pursuant to the Representative Full Fast Delivery Program of the DTC for the account of each Underwriter, Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Option Shares and/or Option Warrants being sold by the Company, purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement shall be a further condition of the accounts specified by the Companyobligation of each Underwriter thereunder. The Company shall deliver Upon delivery, the Option Shares and/or Option Warrants through Stock shall be registered in such names and in such denominations as the facilities of DTC unless Underwriters shall request in the Representative shall otherwise instructaforesaid written notice.

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Securities shall be made at [10:00] A.M.10:00 a.m., New York City time, on [Date] the second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial Delivery Date”. Delivery of (i) the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”) and (ii) the Firm Pre-Funded Warrants shall be made to physical, certificated form, in each such case, issued in such names and in such denominations as the Representative for the account of each Underwriter against payment may direct by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by notice in writing to the Company, in both cases, against payment of the aggregate purchase price therefor by wire transfer in immediately available funds, funds to the accounts specified by the Company. The Company Time shall deliver be of the Firm Shares essence, and delivery at the Firm Warrants through time and place specified pursuant to this Agreement is a further condition of the facilities obligation of DTC unless the Representative shall otherwise instructUnderwriters. The option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants are to be registered, the denominations in which the Option Shares and/or Option Warrants are to be issued and the date and time, as determined by the Representative, when the Option Shares and/or Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or Option Warrants are delivered is sometimes referred to as an “Option Shares Delivery Date”, and the Initial Delivery Date and any Option Shares Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative shall be made at [10:00] A.M.10:00 a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Share Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the Option Shares and/or the Option Warrants, to the Representative for the account of each Underwriter, against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices price of the Option Shares and/or Option Warrants being sold by the Company, Company to or upon the order of the Company by wire transfer in immediately available funds, funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative shall otherwise instruct. The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered by a Holder (as defined in the Pre-Funded Warrants) on or prior to 12:00 p.m., New York City time, on the Initial Delivery Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares (as defined in the Pre-Funded Warrants) subject to such notice(s) to the Holder by 4:00 p.m., New York City time, on the Initial Delivery Date.

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares Underwritten Securities and the Firm Warrants Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) will be made at [10:00] A.M.the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such place or places as mutually may be agreed upon by the Company and the Underwriters, at 11:00 a.m., New York City time, on [Date] May 4, 2018 or at on such other later date or place not more than two Business Days after such date as shall may be determined by agreement between the Representative Representatives and the Company, not later than [Date]. This date and time are hereinafter referred to Company or as provided in Section 8 hereof (the “Initial Delivery Closing Date”). Delivery of the Firm Shares and the Firm Warrants shall Securities will be made to the Representative for Representatives by or on behalf of the account of each Underwriter Company against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices price thereof to or upon the order of the Firm Shares and Firm Warrants being sold by the Company, Company by wire transfer in of immediately available funds, to . Delivery of the accounts specified by the Company. The Company shall deliver the Firm Shares and the Firm Warrants Securities will be made through the facilities of DTC The Depository Trust Company (“DTC”) unless the Representative shall Representatives will otherwise instruct. The option granted in Section 2 will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants are to be registered, the denominations in which the Option Shares and/or Option Warrants are to be issued and the date and time, as determined by the Representative, when Option Shares and/or Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or Option Warrants are delivered is sometimes referred to as an “Option Delivery Date”, and the Initial Delivery Date and any Option Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or Option Warrants by Securities at the Company time and payment for place specified in this Agreement is a further condition to the Option Shares and/or Option Warrants by obligations of each Underwriter. It is understood that the several Underwriters through propose to offer the Representative shall be made at [10:00] A.M., New York City time, on Securities for sale to the date specified public as set forth in the corresponding notice described Prospectus. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Delivery Closing Date, the Company shall deliver, or cause to be delivered, will deliver the Option Shares and/or Securities (at the Option Warrants, expense of the Company) to the Representative Representatives, at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the account respective accounts of each Underwriterthe several Underwriters, against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices price thereof to or upon the order of the Option Shares and/or Option Warrants being sold by the Company, Company by wire transfer payable in immediately available funds, same-day funds to the accounts an account specified by the Company. The Company shall deliver If settlement for the Option Shares and/or Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Warrants through Securities, and the facilities obligation of DTC unless the Representative Underwriters to purchase the Option Securities shall otherwise instructbe conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Firm Shares and the Firm Warrants Stock shall be made at [10:00] the offices of Xxxxx, Xxxx & Xxxxxxx, Fort Worth, Texas at 10:00 A.M., New York City time, on [Date] May 25, 2004, or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial First Delivery Date”. .” On the First Delivery of Date, the Firm Shares and Company shall deliver or cause to be delivered certificates representing the Firm Warrants shall be made Stock to the Representative Underwriters for the account of each Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Firm Shares and Firm Warrants being sold by the Company, purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the shares of Firm Stock shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the accounts specified by the Company. The Company shall deliver the Firm Shares and the Firm Warrants through the facilities of DTC unless the Representative shall otherwise instruct. First Delivery Date. (b) The option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayUnderwriters. Such notice shall set forth the aggregate number of shares of Option Shares and/or Option Warrants Stock as to which the option is being exercised, the names in which the shares of Option Shares and/or Option Warrants Stock are to be registered, the denominations in which the shares of Option Shares and/or Option Warrants Stock are to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the shares of Option Shares and/or Option Warrants Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each The date and time the shares of Option Shares and/or Option Warrants Stock are delivered is are sometimes referred to as an a “Option Second Delivery Date”, ” and the Initial First Delivery Date and any Option Second Delivery Date are sometimes each referred to as a “Delivery Date.”. (c) Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Stock shall be made at [10:00] A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 3 (or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On each Option such Second Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the certificates representing the shares of Option Shares and/or the Option Warrants, Stock to the Representative Representatives for the account of each Underwriter, Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Option Shares and/or Option Warrants being sold by the Company, purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement shall be a further condition of the accounts specified by obligation of each Underwriter thereunder. Upon delivery, the Company. The Company shares of Option Stock shall deliver be registered in such names and in such denominations as the Option Shares and/or Option Warrants through Underwriters shall request in the facilities of DTC unless the Representative shall otherwise instructaforesaid written notice.

Delivery of and Payment for the Securities. Delivery of to the Underwriters of, and payment for for, the Firm Shares and the Firm Warrants Securities shall be made at [10:00] A.M.the offices of Xxxxxxx Xxxxx LLP, New York City 000 Xxxxxx, Suite 4200, Houston, Texas at 9:00 a.m., Houston time, on [Date] the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial Delivery Date”. Delivery .” The Firm Securities will be delivered to the Underwriters against payment of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, by wire transfer price therefor in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the accounts specified by the Companyobligation of each Underwriter hereunder. The Company shall deliver the Firm Shares and the Firm Warrants Securities through the facilities of DTC The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativeRepresentatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Shares and/or Option Warrants Securities as to which the option is being exercised, the names in which the shares of Option Shares and/or Option Warrants Securities are to be registered, the denominations in which the shares of Option Shares and/or Option Warrants Securities are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares and/or Option Warrants Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the shares of Option Shares and/or Option Warrants Securities are delivered is sometimes referred to as an “Option Securities Delivery Date”, ,” and the Initial Delivery Date and any Option Securities Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery to the Underwriters of the Option Shares and/or Option Warrants by the Company and any payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Securities shall be made at [10:00] A.M.the offices of Xxxxxxx Xxxxx LLP, New York City 000 Xxxxxx, Suite 4200, Houston, Texas at 9:00 a.m., Houston time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On each the Option Securities Delivery Date, the Company shall deliver, or cause to Option Securities will be delivered, the Option Shares and/or the Option Warrants, delivered to the Representative for the account of each Underwriter, Underwriters against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants being sold by the Company, by wire transfer price therefor in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the accounts specified by the Companyobligation of each Underwriter hereunder. The Company shall deliver the Option Shares and/or Option Warrants Securities through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Securities shall be made at [10:00] the office of Simpson, Thacher & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on [Date] November 19, 2004, or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company, not later than [Date]. This date and time are hereinafter sometimes referred to as the “Initial "FIRST DELIVERY Date." On the First Delivery Date”. Delivery , the Company shall deliver or cause to be delivered to the Underwriter the Firm Securities evidenced by one or more global securities in definitive form registered in the name of Cede & Co., nominee of The Depository Trust Company ("DTC"), against payment of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, price by wire transfer in immediately available funds, . Time shall be of the essence (except that the Company will not be responsible for any delay resulting from any action or inaction of the Underwriter) and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The Firm Securities to be delivered to the accounts specified by Underwriter shall be made available to the CompanyUnderwriter in New York City for inspection and packaging no later than 2:00 P.M., New York City time, on the business day next preceding the First Delivery Date. The Company shall deliver At any time on or before the Firm Shares and 30th day after the Firm Warrants through date of this Agreement, the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayUnderwriter. Such notice shall set forth the aggregate number principal amount of Option Shares and/or Option Warrants Securities as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants Securities are to be registered, the denominations in which the Option Shares and/or Option Warrants Securities are to be issued and the date and time, as determined by the RepresentativeUnderwriter, when the Option Shares and/or Option Warrants Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each The date and time the Option Shares and/or Option Warrants Securities are delivered is are sometimes referred to as an “Option Delivery Date”, the "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option the Second Delivery Date are sometimes each referred to as a “Delivery Date”"DELIVERY DATE". Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Securities shall be made at [10:00] the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriter and the Company) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the CompanySecond Delivery Date. On each Option the Second Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered to the Underwriter the Option Shares and/or Securities evidenced by one or more global securities in definitive form registered in the Option Warrantsname of Cede & Co., to the Representative for the account nominee of each UnderwriterDTC, against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants being sold by the Company, price by wire transfer in immediately available funds. Time shall be of the essence (except that the Company will not be responsible for any delay resulting from any action or inaction of the Underwriter), and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The Option Securities to be delivered to the accounts specified by Underwriter shall be made available to the Company. The Company shall deliver Underwriter in New York City for inspection and packaging no later than 2:00 P.M., New York City time, on the Option Shares and/or Option Warrants through business day next preceding the facilities of DTC unless the Representative shall otherwise instructSecond Delivery Date.

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Notes shall be made at [10:00] 10:00 A.M., New York City time, on [Date] January 22, 2013 or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, not later than [Date]. This Partnership (such date and time are hereinafter sometimes referred to as the “Initial Delivery Date”). Delivery of the Firm Shares and the Firm Warrants Notes shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative Representatives and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants Notes being sold by NuStar Logistics to or upon the Company, order of NuStar Logistics of the purchase price by wire transfer in immediately available funds, funds to the accounts specified by the CompanyPartnership. The Company Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. NuStar Logistics shall deliver the Firm Shares and the Firm Warrants Notes through the facilities of DTC the Depository Trust Company unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 45 days at 5:00 p.m., New York City time, on the 30th day after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company NuStar Logistics by the RepresentativeRepresentatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number principal amount of Option Shares and/or Option Warrants Notes as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants Notes are to be registered, the denominations in which the Option Shares and/or Option Warrants Notes are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares and/or Option Warrants Notes are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor Date, and if the option is exercised after the Initial Delivery Date, not earlier than the second third business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or Option Warrants Notes are delivered is sometimes referred to as an “Option Notes Delivery Date”, ,” and the Initial Delivery Date and any Option Notes Delivery Date are sometimes each referred to as a “Delivery Date”. .” Delivery of the Option Shares and/or Option Warrants Notes by the Company NuStar Logistics and payment for the Option Shares and/or Option Warrants Units by the several Underwriters through the Representative Representatives shall be made at [10:00] 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the CompanyNuStar Logistics. On each the Option Notes Delivery Date, the Company NuStar Logistics shall deliver, deliver or cause to be delivered, delivered the Option Shares and/or the Option Warrants, Notes to the Representative Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representative Representatives and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants Notes being sold by NuStar Logistics to or upon the Company, order of NuStar Logistics of the purchase price by wire transfer in immediately available funds, funds to the accounts account specified by NuStar Logistics. Time shall be of the Companyessence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company NuStar Logistics shall deliver the Option Shares and/or Option Warrants Notes through the facilities of DTC Depository Trust Company unless the Representative Representatives shall otherwise instruct. The documents required to be delivered by Section 6 shall be delivered at the offices of Xxxxxxx Xxxxx LLP, counsel for the Partnership Parties, at 000 Xxxxxx Xxxxxx, Suite 4200, Houston, Texas 77002, or electronically if agreed to by the parties, on the applicable Delivery Date as provided in this Agreement. The Partnership is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in the Representatives’ judgment is advisable. The Partnership is further advised by the Representatives that the Securities are to be offered to the public on the terms set forth in the Prospectus.

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

Delivery of and Payment for the Securities. Delivery of and payment for (i) the Firm Shares and the Firm Warrants shall be made through the facilities of The Depository Trust Company (“DTC”) and (ii) the Offered Warrants in physical, certificated form, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at [10:00] A.M.or prior to 12:00 Noon, New York City time, on [Date] or at such other the second (2nd) full business day following the date or place as shall be determined by agreement between the Representative and the Companyhereof, not later than [Date]. This date and time are hereinafter referred to as the “Initial Delivery Date”. Delivery in both cases, against payment of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, Purchase Price therefor by wire transfer in immediately available funds, funds to the accounts specified by the Company. The Company Time shall deliver be of the Firm Shares essence, and delivery at the Firm Warrants through time and place specified pursuant to this Agreement is a further condition of the facilities obligation of DTC unless the Representative shall otherwise instructUnderwriter. The option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativeUnderwriter; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants Units as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants Units are to be registered, the denominations in which the Option Shares and/or and the Option Warrants underlying the Option Units are to be issued and the date and time, as determined by the RepresentativeUnderwriter, when the Option Shares and/or and the Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or and the Option Warrants are delivered is sometimes referred to as an “Option Share Delivery Date”, and the Initial Delivery Date and any Option Share Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or and the Option Warrants underlying the Option Units by the Company and payment for the Option Shares and/or Option Warrants Units by the several Underwriters through the Representative Underwriter shall be made at [10:00] A.M.10:00 a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company. On each Option Share Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the Option Shares and/or and the Option Warrants, Warrants underlying the Option Units to the Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representative and Underwriter of the respective aggregate purchase prices price of the Option Shares and/or Option Warrants Units being sold by the Company, Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds, funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative Underwriter shall otherwise instruct. The Company shall deliver the Option Warrants in physical, certificated form.

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Securities shall be made at [10:00] A.M.the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York City timeYork, on [Date] New Yoxx 00000, xx 00:00 x.x., Xew Yorx Xxxx xxxx, xx xxx xxxxx xxxx xxxxxxxx xxx xxllowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company, not later than [Date]. This date and time are hereinafter referred to herein as the “Initial Delivery "FIRST CLOSING DATE". On the First Closing Date”. Delivery of , the Company shall deliver or cause to be delivered certificates representing the Firm Shares and the Firm Warrants shall be made Securities to the Representative for the account of each Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Firm Shares and Firm Warrants being sold by the Company, purchase price by wire transfer in immediately available funds. Upon delivery, the Firm Securities shall be registered in such names and in such denominations as the Underwriter shall request in writing not less than two full business days prior to the accounts specified First Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Company shall make the certificates representing the Firm Securities available for inspection by the Company. The Company shall deliver Underwriter in New York, New York, not later than 2:00 p.m., New York City time, on the Firm Shares and business day prior to the Firm Warrants through the facilities of DTC unless the Representative shall otherwise instructFirst Closing Date. The option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business dayUnderwriter. Such notice shall set forth the aggregate number amount (which shall be an integral multiple of $1,000 principal amount) of Option Shares and/or Option Warrants Securities as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants Securities are to be registered, the denominations in which the Option Shares and/or Option Warrants Securities are to be issued and the date and time, as determined by the RepresentativeUnderwriter, when the Option Shares and/or Option Warrants Securities are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the Initial Delivery First Closing Date nor earlier than 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 on which the option shall have been exercised. Each The date and time the Option Shares and/or Option Warrants Securities are delivered is sometimes are referred to as an “Option Delivery Date”, a "OPTION CLOSING DATE" and the Initial Delivery First Closing Date and any Option Delivery Closing Date are sometimes each referred to as a “Delivery Date”"CLOSING DATE". Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative Securities shall be made at [10:00] A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company) at 10:00 a.m., New York City time, on such Option Closing Date. On each such Option Delivery Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered the certificates representing the Option Shares and/or the Option Warrants, Securities to the Representative for the account of each Underwriter, Underwriter against payment by to or upon the several Underwriters through the Representative and order of the respective aggregate purchase prices Company of the Option Shares and/or Option Warrants being sold by the Company, purchase price by wire transfer in immediately available funds. Upon delivery, to the accounts specified Option Securities shall be registered in such names and in such denominations as the Underwriter shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Securities, the Company shall make the certificates representing the Option Securities available for inspection by the CompanyUnderwriter in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to such Option Closing Date. The Company Time shall deliver be of the Option Shares and/or Option Warrants through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of DTC unless the Representative shall otherwise instructobligation of the Underwriter hereunder.

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

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants Securities shall be made at [10:00] 10:00 A.M., New York City time, on [Date] or May 28, 2014 at such other date or place as shall be determined by agreement between the Representative and the Company, not later than [Date]offices of Xxxxxx & Xxxxxxx LLP. This date and time are hereinafter sometimes referred to as the “Initial Delivery Date”. Delivery of the Firm Shares and the Firm Warrants Securities shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants Securities being sold by the Company, Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds, funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares and the Firm Warrants Securities through the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 45 after 13 days after beginning on, and including, the date of this Agreement Initial Delivery Date and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Shares and/or Option Warrants Securities as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants Securities are to be registered, the denominations in which the Option Shares and/or Option Warrants Securities are to be issued and the date and time, as determined by the Representative, when the Option Shares and/or Option Warrants Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or Option Warrants Securities are delivered is sometimes referred to as an “Option Securities Delivery Date”, and the Initial Delivery Date and any Option Securities Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or Option Warrants Securities by the Company and payment for the Option Shares and/or Option Warrants Securities by the several Underwriters through the Representative shall be made at [10:00] 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Securities Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the Option Shares and/or the Option Warrants, Securities to the Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants Securities being sold by the Company, Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds, funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares and/or Option Warrants Securities through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Securities. Delivery of and payment for the Firm Shares and the Firm Warrants shall be made at [10:00] 10:00 A.M., New York City time, on [Date] April 5, 2021 or at such other date or place as shall be determined by agreement between the Representative and the Company, not later than [Date]April 5, 2021. This date and time are hereinafter referred to as the “Initial Delivery Date”. Delivery of the Firm Shares and the Firm Warrants shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares and Firm Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Firm Shares and the Firm Warrants through the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representative; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, the names in which the Option Shares and/or Option Warrants are to be registered, the denominations in which the Option Shares and/or Option Warrants are to be issued and the date and time, as determined by the Representative, when Option Shares and/or Option Warrants are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares and/or Option Warrants are delivered is sometimes referred to as an “Option Delivery Date”, and the Initial Delivery Date and any Option Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares and/or Option Warrants by the Company and payment for the Option Shares and/or Option Warrants by the several Underwriters through the Representative shall be made at [10:00] 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On each Option Delivery Date, the Company shall deliver, or cause to be delivered, the Option Shares and/or the Option Warrants, to the Representative for the account of each Underwriter, against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares and/or Option Warrants being sold by the Company, by wire transfer in immediately available funds, to the accounts specified by the Company. The Company shall deliver the Option Shares and/or Option Warrants through the facilities of DTC unless the Representative shall otherwise instruct.