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

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares 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 the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the fourth 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 against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Firm Shares by the several Underwriters through the Representatives or upon the order of the Company by wire transfer in immediately available funds to the account specified by the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph Section 2 or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. Each date and time the Option Shares are delivered in accordance with Section 2 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.” On the Option Shares Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative Representatives for the account of each Underwriter against payment the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Option Shares by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to Representatives or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for The Representatives shall acquire security entitlements with respect to the Firm Shares and payment therefor shall be made at 10:00 a closing to take place at the office of Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxxx, Menlo Park, California 94025 at 9:00 a.m., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company Selling Shareholders to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Shareholders 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 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 by the Company Selling Shareholders and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 9:00 a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the Option Shares Delivery Date, the Company Selling Shareholders shall deliver or cause to be delivered the Option Shares to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Option Shares being sold by the Company Selling Shareholders to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at 10:00 the office of Bxxxx Xxxxxxx & Gxxxxxx LLP, 500 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, at 5:30 a.m., New York City Vancouver time, on the fourth third full business day following the date of this Agreement the Registration Statement becomes effective under the Securities Act (the “Effective Date”) or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company, but in any event not later than October 26, 2007. This date and time are 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 shall be made to the Representative Underwriters for the their account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Shares, the Company shall make the certificates representing the Firm Shares available for inspection by the Underwriters in Vancouver, B.C., not later than 5:00 p.m., Vancouver time on the business day prior to the First Delivery Date. (“DTC”b) unless At any time on or before the Representative shall otherwise instruct. The thirtieth day after the First Delivery Date the option granted in Section 2 will expire 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 dayUnderwriters. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the Option Shares 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 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 The date and time the Option Shares are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” ” (c) Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Underwriters and the Company) at 5:30 a.m., Vancouver time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Underwriters for the their account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Underwriters shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Underwriters in Vancouver, B.C., not later than 5:00 p.m., Vancouver time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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 Representatives and the Company, with any transfer taxes payable in connection with the sale of such Shares to the Underwriters duly paid by the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account(s) specified by the Company with respect to the proceeds payable to 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 through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. Upon delivery, the Company shall register the Firm Shares in such names and in such denominations as the Representatives shall request in writing not less than one full business day prior to the Initial Delivery Date. The option granted in Section 2 will expire 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 within such 30-day period; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is sometimes referred to as an “Option Shares Share Delivery Date,” ”, and the Initial Delivery Date and any Option Shares Share Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, with any transfer taxes payable in connection with the sale of such Option Shares to the Underwriters duly paid by the Company. On the each Option Shares Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for The Underwriter shall acquire the Firm Shares and payment therefor shall be made at 10:00 a closing to take place at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery Pursuant to the terms of this Agreement and the Release Letter, delivery of the Firm Shares shall be made to the Representative for Underwriter by the account Collateral Agent on behalf of each Underwriter the Selling Stockholder against payment by the several Underwriters through the Representative and Underwriter of the respective aggregate purchase prices price of the Firm Shares being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts account at the Collateral Agent, the details of which have been specified by the CompanySelling Stockholder in the Release Letter. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholder shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Underwriter shall otherwise instruct. The option granted in Section 2 3 will expire 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 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Shares as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeCompany, when the shares of Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Underwriter shall be made at 10:00 9:00 a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and Underwriter of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each the Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Underwriter shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York, New York City time, on the fourth third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representative Representatives and the Company. This date and time are sometimes referred to as herein called the “Initial First Delivery Date.” On the First Delivery of Date, the Company shall deliver or cause to be delivered the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option Option granted in Section 2 will expire 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 RepresentativeRepresentatives; provided that if such date falls on a day that is not a business day, the option Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option Option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Option shall have been exercised nor later than the fifth business day after the date on which the option Option shall have been exercised. Each The date and time the Option Shares are delivered is sometimes referred to as an herein called a “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as herein called a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 among the Representative Representatives and the Company) at 10:00 A.M., New York, New York time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative Representatives for the account of each Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the office of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on the fourth third full business day following the date of this Agreement (unless postponed in accordance with the provisions of Section 9 hereof), or at such other date or place as shall be determined by agreement between the Representative and the Company. This date and time are sometimes referred to as the “Initial First Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the The Depository Trust Company (“DTC”) Company, unless the Representative shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company. The option granted in Section 2 will expire 30 days At any time on or before the 30th day after the date of this Agreement and may (or, if such 30th day shall be exercised in whole a Saturday or from time to time in part by Sunday or a holiday, on the next business day), upon prior written notice of at least two Business Days being given to the Company by the Representative, the Underwriters may purchase all or less than all of the Option Shares at the per share purchase price to be paid for the Firm Shares; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire purchase price for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the next succeeding business dayFirm Shares but not payable on such Optional Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 and the Company. On ) at 10:00 A.M., New York City time, on the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC The Depository Trust Company, unless the Representative shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery of , the Company shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company and the Selling Shareholders 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares Delivery Date,” a "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as a “Delivery Date"DELIVERY DATE.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company Custodian, on behalf of each of the Selling Shareholders, shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price each such Selling Shareholder by wire transfer in immediately available funds of the respective portion of the purchase price payable to the accounts specified by the Companysuch Selling Shareholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Selling Shareholders shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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, the Selling Shareholder and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares 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 being sold by the Company and the Selling Shareholder to or upon the order of the Company and the Selling Shareholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Shareholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Shareholder shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 3 will expire 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 within such 30 day period; provided that if such date falls on a day that is not a business day, the option granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the each Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares being sold by the Company on such Option Shares Delivery Date 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account(s) 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 through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 within such 30-day period; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is sometimes referred to as an “Option Shares Share Delivery Date,” ”, and the Initial Delivery Date and any Option Shares Share Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the each Option Shares Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares being sold by the Company on such Option Share Delivery Date 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the office of Xxxxxxxx Chance US LLP, New York City time00 Xxxx 00xx Xxxxxx, on the fourth full business day following the date of this Agreement Xxx Xxxx, Xxx Xxxx 00000, or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or on the fourth full business day if the Agreement is executed after the daily closing time of the New York Stock Exchange (unless postponed in accordance with the provisions of Section 9 hereof). This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyof same-day 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 obligation of each Underwriter hereunder. Upon delivery, the Firm Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. The Company shall deliver make the certificates representing the Firm Shares through available for inspection by the facilities Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement, the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised exercised, in whole or in part, from time to time in part time, by prior written notice of at least two Business Days 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyof same-day 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 obligation of each Underwriter hereunder. Upon delivery, the Option Shares shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. The Company shall deliver make the certificates representing the Option Shares through available for inspection by the facilities of DTC unless Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the Representative shall otherwise instructbusiness day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 within such 30-day period; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the each Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares being sold by the Company on such Option Share Delivery Date 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the offices of Sxxxxxxx & Cxxxxxxx LLP, New York City time100 Xxxxx Xxxxxx, on the fourth full business day following the date of this Agreement Xxx Xxxx, XX 00000, or at such other date or place as shall be determined by agreement between the Representative and the CompanyREIT, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or on the fourth full business day if the Agreement is executed after the daily closing time of the NYSE (unless postponed in accordance with the provisions of Section 9 hereof). This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the REIT shall deliver or cause to be delivered certificates representing the Firm Shares 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 being sold by the Company to or upon the order of the Company REIT of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyof same-day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representative shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The option granted REIT shall make the certificates representing the Firm Shares available for inspection by the Representative in Section 2 will expire 30 days New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement and 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 dayAgreement, the option granted in Section 2 will expire on may be exercised, in whole or in part, from time to time, by prior written notice being given to the next succeeding business dayREIT by the Representative. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 and the CompanyREIT) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company REIT shall deliver or cause to be delivered the certificates representing the Option Shares 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 being sold by the Company to or upon the order of the Company REIT of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyof same-day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through the facilities of DTC unless shall be registered in such names and in such denominations as the Representative shall otherwise instructrequest in the aforesaid written notice. The REIT shall make the certificates representing the Option Shares available for inspection by the Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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 Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the each Option Shares Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Xxxxx Xxxx LLP, World Trade Center West, 000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 10:00 a.m.A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date date, time or place as shall be determined by agreement between the Representative Representatives and the Company. This date and time are sometimes referred to as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery of , the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless and the Representative Selling Stockholders shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in Boston, Massachusetts, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 3 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of shares of Option Shares as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 are delivered is are sometimes referred to as an “Option Shares Delivery Date,” a "SUBSEQUENT DELIVERY DATE" and the Initial First Delivery Date and any Option Shares Subsequent Delivery Date are sometimes each referred to as a “Delivery Date.” "DELIVERY DATE". Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York City time, on each such Subsequent Delivery Date. On the Option Shares each such Subsequent Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered the certificates representing the Option Shares to be purchased on such Subsequent Delivery Date to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company and the Selling Stockholders shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to each such Subsequent Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Ordinary Shares (including the Deferred Discount) shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Ordinary Shares 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 Ordinary Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Ordinary Shares through the facilities of the The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 Over-Allotment Option will expire 30 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the 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 Additional Shares as to which the option Over-Allotment Option is being exercised, the names in which the Option Additional Shares are to be registered, the denominations in which the Option Additional Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Additional Shares 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 Additional Shares are delivered is sometimes referred to as an “Option Shares Additional Share Delivery Date,” and the Initial Delivery Date and any Option Shares Additional Share Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Additional Shares by the Company and payment for the Option Additional Shares (including the Deferred Discount) by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the Option Shares each Additional Share Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Additional Shares, 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 Additional Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Additional Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the offices of Hxxxx & Hxxxxxx L.L.P., New York City time800 Xxxxx Xxxxxx, on the fourth full business day following the date of this Agreement Xxx Xxxx, Xxx Xxxx, 00000 or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Shares shall be made through the facilities of the The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares Share 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Company and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructRepresentatives).

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Shares shall be made through the facilities of the The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 hereof will expire 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 dayday (as defined in Section 17 hereof), the option granted in Section 2 hereof will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the such Option Shares are to be registered, the denominations in which the such Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the such Option Shares 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 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 The date and time the such Option Shares are delivered is are 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 by the Company and payment for the Option Shares 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 the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.”

Delivery of and Payment for the Shares. Delivery of and payment for The Underwriters shall acquire the Firm Shares and payment therefor shall be made at a closing to take place at the office of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, One Manhattan West, New York, New York 10001 at 10:00 a.m., New York City time, on the fourth 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 Underwriters and the Company. This date and time are sometimes referred to as the “Initial Delivery Closing Date.” Delivery Pursuant to the terms of this Agreement, payment for the Firm Shares to be purchased on the Initial Closing Date shall be made against delivery to the Representative for the account respective accounts of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices Shares to be purchased on such Initial Closing Date, with any transfer taxes payable in connection with the sale of the Firm such Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the Underwriters hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 shares of Option Shares as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeCompany, when the shares of Option Shares are to be delivereddelivered and paid for; 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 are delivered is sometimes referred to as an “Option Shares Delivery Closing Date,” and the Initial Delivery Closing Date and any Option Shares Delivery Closing Date are sometimes each referred to as a “Delivery Closing Date.” Delivery of the Option Shares by the Company and payment for the Option Shares 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 the Option Shares Delivery Closing Date, payment for the Company shall deliver or cause Shares to be delivered purchased on the Option Shares Closing Date shall be made against delivery to the Representative for the account respective accounts of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices Shares to be purchased on such Option Closing Date, with any transfer taxes payable in connection with the sale of the Option such Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.[10:00] A.M., New York City time, on the fourth 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 Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices price of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives 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. On the each Option Shares Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, to the Representative Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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 Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of price for the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the each Option Shares Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, to the Representative Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of price for the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the fourth full business day following the date of this Agreement [●], 2016 or at such other date or place as shall be determined by agreement between the Representative and the Company against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Firm Shares by the several Underwriters through the Representative or upon the order of the Company by wire transfer in immediately available funds to the account specified by the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares 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 Section 2 or at such other date or place as shall be determined by agreement between the Representative and the Company. Each date and time the Option Shares are delivered in accordance with Section 2 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.” On the Option Shares Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative for the account of each Underwriter against payment the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Option Shares by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part at any one time 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the Representative, when the shares of Option Shares 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 exercisedexercised (unless such date is postponed pursuant to Section 9 hereof). Each date and time the shares of Option Shares are delivered is sometimes referred to as an a “Option Shares Subsequent Delivery Date,” and the Initial Delivery Date and any Option Shares Subsequent Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the office of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (New York City time) on June 13, on the fourth full business day following the date of this Agreement 2003, or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company. This Company (such date and time are sometimes referred to as of delivery and payment for the Firm Shares, the “Initial First Delivery Date.” ”). On the First Delivery of Date, the Company shall deliver or cause to be delivered the Firm Shares 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 of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Shares shall be registered in such names and in such numbers as the Representatives shall request in writing not less than two full Business Days prior to the First Delivery Date. (b) The Company hereby grants the Option to the Underwriters to purchase the Option Shares at the same purchase price as the Underwriters shall deliver pay for the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instructShares. The option granted in Section 2 will expire 30 days after the date of this Agreement and Option may be exercised in whole or in part from time to time at any time not more than 30 days subsequent to the date of this Agreement upon notice in part writing delivered by written notice being given facsimile by Xxxxxx Brothers Inc. (“Xxxxxx Brothers”), on behalf of itself and the other Underwriters 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 setting forth the aggregate number of Option Shares as to which the option is being exercised, Underwriters are exercising the names in which Option. (c) The date for the delivery of and payment for the Option Shares are to (the “Option Delivery Date”), which may be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 date and time the Option Shares are delivered is sometimes referred to as an “Option Shares Delivery Date,” and the Initial First Delivery Date and any the Option Shares Delivery Date are Date, if any, being sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares 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 CompanyUnderwriters but shall not be later than five full Business Days after written notice of election to purchase Option Shares is given. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds funds. Upon delivery, the Shares shall be registered in such names and in such numbers as the Representatives shall request in writing not less than two full Business Days prior to the accounts specified by Option Delivery Date. If the Company. Time Option Delivery Date shall be of different from the essenceFirst Delivery Date, 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 Underwriters to purchase the Option Shares through shall be conditioned upon receipt of supplemental opinion, certificates and letters confirming as of such date the facilities of DTC unless opinions, certificates and letters delivered on the Representative shall otherwise instructFirst Closing Date pursuant to Section 7 hereof.

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

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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 CompanyCompany or as provided in Section 9 hereof. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option options granted in Section 2 will expire 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 options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 options shall have been exercised nor later than the fifth business day after the date on which the option options shall have been exercisedexercised or as provided in Section 9 hereof. Each date and time the Option Shares 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth full third 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the fourth 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 Underwriter and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and Underwriter of the respective aggregate purchase prices of the Firm Shares being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholder shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Underwriter shall otherwise instruct. The option granted in Section 2 3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the RepresentativeUnderwriter; 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, Underwriter when the Option Shares 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 options shall have been exercised (unless the option is exercised on or prior to the business day prior to the Initial Delivery Date and such notice specifies that the delivery of the Option Shares shall occur on the Initial Delivery Date) nor later than the fifth business day after the date on which the option shall have been exercised, unless otherwise agreed on between the Underwriter and the Company. Each date and time the Option Shares are delivered is sometimes referred to as an “Option Shares Share Delivery Date,” and the Initial Delivery Date and any Option Shares Share Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company Selling Stockholder and payment for the Option Shares by the several Underwriters through the Representative Underwriter shall be made at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company. On the Option Shares Share Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered the Option Shares 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 of the Option Shares being sold by the Company Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Stockholder shall deliver the Option Shares through the facilities of DTC unless the Representative Underwriter shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the fourth full business day following the date of this Agreement December 22, 2016 or at such other date or place as shall be determined by agreement between the Representative and the Company against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Firm Shares by the several Underwriters through the Representative or upon the order of the Company by wire transfer in immediately available funds to the account specified by the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares 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 Section 2 or at such other date or place as shall be determined by agreement between the Representative and the Company. Each date and time the Option Shares are delivered in accordance with Section 2 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.” On the Option Shares Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative for the account of each Underwriter against payment the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Option Shares by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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 Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany to the Representatives at least forty-eight hours in advance, and of the Firm Shares being sold by the Selling Shareholders by wire transfer in immediately available funds to the accounts specified by the Custodian to the Representatives at least forty-eight hours in advance, with such funds to be thereafter disbursed by the Custodian to the accounts with I.B.I. Trust Management (the “Paying Agent”) specified in each of the Custody Agreements. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Shareholders shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 ‎3 will expire 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 Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the each Option Shares Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, to the Representative Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany to the Representatives at least forty-eight hours in advance. 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 through the facilities of DTC unless the Representative Representatives shall otherwise instruct. The Underwriters, the Representatives, the Paying Agent and anyone acting on their behalf shall be entitled to deduct and withhold from any proceeds payable or otherwise deliverable pursuant to this Agreement to any Selling Shareholder, such amounts as are required to be deducted and withheld with respect to the making of any such payment under the Israeli Income Tax Ordinance (New Version), 5721-1961, and the rules and regulations promulgated thereunder or any other applicable law, provided, however, should the Paying Agent deliver to the Representatives prior to the Initial Delivery Date an undertaking in accordance with the provisions of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be Transferred to the Seller at Future Dates) in the form attached as an exhibit to the Paying Agent Agreement, payments made by the Underwriters or on their behalf to the Paying Agent shall be without any deduction or withholding of any taxes imposed under Israeli law, and in such case, with respect to any withholding taxes imposed under applicable Israeli law, the Paying Agent shall act as the withholding agent on behalf of the Underwriters, all in accordance with the provisions of the Paying Agent Agreement (the “Paying Agent Agreement”). With respect to any withholding taxes imposed under applicable Israeli law, such withheld amounts, if any, shall be treated for all purposes of this Agreement as having been paid to the applicable Selling Shareholder.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at such place as shall be determined by agreement between the Representatives and the Company, at 10:00 a.m.A.M., New York City time, on the fourth full business day Business Day (as defined in Section 17 hereof) 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. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives for the account of each U.S. Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full Business Days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless and the Representative Selling Stockholders shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 3 may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Business Day after the date on which the option shall have been exercised nor later than the fifth business day Business Day after the date on which the option shall have been exercised. Each The date and time the Option Shares 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives, the Company and the CompanySelling Stockholders) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives for the account of each U.S. Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at such place as shall be determined by agreement between the Representatives and the Company at 10:00 a.m.A.M., New York City time, on the fourth full business day Business Day (as defined in Section 17 hereof) 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. This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full Business Days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days At any time on or before the thirtieth 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 by the Representative; provided that if such date falls on a day that is not a business dayAgreement, the option granted in Section 2 will expire on 3 may be exercised by written notice being given by the next succeeding business dayRepresentatives to the Selling Shareholders with a copy to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Business Day after the date on which the option shall have been exercised nor later than the fifth business day Business Day after the date on which the option shall have been exercised. Each The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the CompanySelling Shareholders) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company Selling Shareholders shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Custodian shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at the offices of Latham & Watkins, 885 Third Avenue, New York, New York 10022, or such xxxxx plxxx xx shxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxx and the Company, at 10:00 a.m.A.M., New York City time, on the fourth full business day following the date of this Agreement January 23, 2001 or at such other date time or place date, not later than seven full business days thereafter, as shall be determined agreed upon by the Representatives and the Company (such date and time of payment and delivery being referred to herein as the "Closing Date"). (b) Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Latham & Watkins at such time on such date (the "Option Closxxx Xxte"), xxxxh may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than five business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Representatives on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Additional Shares may be varied by agreement between the Representative Representatives on behalf of the Underwriters and the Company. This date and time are sometimes referred to . (c) On the Closing Date or Option Closing Date as the “Initial Delivery Date.” Delivery case may be, payment of the Firm purchase price for the Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to an account at a bank acceptable to Banc of America Securities LLC, or by such other means as the accounts specified by Company and the CompanyRepresentatives shall agree prior to the Closing Date, against delivery to the Underwriters of the certificates evidencing the Shares to be purchased. 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 obligations of each Underwriter the Underwriters hereunder. The Company shall deliver certificates for the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 any Additional Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative purchased hereunder shall be made at 10:00 a.m.registered in such names and in such denominations as the Underwriters shall request prior to 9:30 A.M., New York City time, on the date specified in second business day preceding the corresponding notice described in Closing Date or the preceding paragraph or at such other date or place Option Closing Date, as the case may be. Such certificates shall be determined by agreement between made available to the Representative Underwriters in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Company. On business day next preceding the Closing Date or the Option Shares Delivery Closing Date, as the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructcase may be.

Delivery of and Payment for the Shares. Delivery of and payment for of the Firm Shares shall be made at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on 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. This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares a "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares 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 the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.[10:00] A.M., New York City time, on the fourth full business day following the date of this Agreement [●], 2023, or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company and the Selling Shareholders to or upon the order of the Company and the Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 3 will expire 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 Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company Selling Shareholders and payment for the Option Shares by the several Underwriters through the Representative Representatives 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. On the each Option Shares Delivery Date, the Company Selling Shareholders shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, 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 being sold by the Company Selling Shareholders to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.a.m. (New York City time) on the second full business day (or on the third full business day if the pricing of the Shares occurs after 4:30 p.m., New York City time, on the fourth full business day date hereof) following the date of this Agreement Agreement, or at such other date or place as shall be determined by agreement between among the Representative Underwriters and the Company. This Company (such date and time are sometimes referred to as of delivery of and payment for the Firm Shares, the “Initial First Delivery Date.” ”). On the First Delivery of Date, the Firm Company shall deliver or cause to be delivered certificates representing the Shares 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 of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery, the Shares shall deliver be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company designated by the Representatives. (“DTC”b) unless The Company hereby grants the Representative Option to the Underwriters to purchase the Option Shares at the same purchase price per share as the Underwriters shall otherwise instructpay for the Firm Shares being resold by the Underwriters. The option granted in Section 2 will expire 30 days after the date of this Agreement and Option may be exercised in whole or in part from time to time at any time not more than 30 days subsequent to the date of this Agreement upon notice in part writing delivered by written notice being given facsimile by the Representatives, on behalf of themselves and the other Underwriters 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 setting forth the aggregate number of whole Option Shares as to which the option is being exercised, Underwriters are exercising the names in which Option. The date for the delivery of and payment for the Option Shares are to be registeredShares, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 are delivered is sometimes being herein referred to as an “Option Shares Delivery Date,” and ”, which may be the Initial First Delivery Date (the First Delivery Date and any the Option Shares Delivery Date are Date, if any, being sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares 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 CompanyUnderwriters but shall not be later than five full business days after written notice of election to purchase Option Shares is given. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Option Shares 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 of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares shall be registered in the name and in such denominations as the Representatives shall request in writing not less than two full business days prior to the Option Delivery Date. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the facilities of DTC unless accounts at The Depository Trust Company designated by the Representative shall otherwise instructRepresentatives.

Delivery of and Payment for the Shares. Delivery of and payment (i) Payment for the Firm Shares shall be made by the Underwriters to the Forward Seller (with respect to the Borrowed Shares) or to the Company (with respect to any Company Shares) in Federal or other funds immediately available in New York City against delivery of such Shares for the respective accounts of the Underwriters at 9:00 a.m. (New York City time), by causing The Depository Trust Company (“DTC”) to credit the respective accounts of the Underwriters at DTC, on November 15, 2024, or at such time on such later date as the Representatives, the Forward Seller and the Company shall agree, or as provided in Section 13 hereof (the time and date of such closing, the “Closing Date”). Delivery of the Shares shall be made, and the Shares shall be registered in, the name of Cede & Co. as nominee of DTC, and available for checking in New York, New York at least one full Business Day prior to the Closing Date or the relevant Date of Delivery, as the case may be. (ii) Notwithstanding the provisions set forth in Section 2(c)(i) above, if the option provided for in Section 2(a)(ii) hereof is exercised after one Business Day prior to the Closing Date, delivery of the Option Shares shall be made to the Underwriters on the date specified by the Representatives (which shall be within one Business Day after written notice of the exercise of such option is given) for the respective accounts of the several Underwriters. Payment for any Option Shares shall be made by the Underwriters to the Forward Seller (with respect to any Borrowed Option Shares) or the Company (with respect to any Company Top-Up Option Shares) in Federal or other funds immediately available in New York City against delivery of such Option Shares for the respective accounts of the Underwriters at 10:00 a.m., New York City time, on by causing DTC to credit 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery respective accounts of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, DTC on the date specified in the corresponding notice described in the preceding paragraph Section 2(a)(ii) or at such other time on the same or such later date or place not more than one Business Day after the foregoing date as shall be determined designated in writing by agreement between the Representative and the CompanyRepresentatives. On If settlement for the Option Shares Delivery occurs after the Closing Date, the Company shall deliver or cause to be delivered the Representatives on each Date of Delivery, and the obligation of the Underwriters to purchase the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the essenceopinions, certificates and delivery at letters delivered on the time and place specified Closing Date pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructSection 5 hereof.

Delivery of and Payment for the Shares. Delivery of and payment for The Representatives shall acquire security entitlements with respect to the Firm Shares and payment therefor shall be made at 10:00 a.m.a closing to take place at the office of Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxxx, Menlo Park, California 94025 at 9:30 A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company Selling Shareholders to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Shareholders 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 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 by the Company Selling Shareholders and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.9:30 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 the Option Shares Delivery Date, the Company Selling Shareholders shall deliver or cause to be delivered the Option Shares 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 being sold by the Company Selling Shareholders to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx at 10:00 a.m.A.M., New York City East Coast time, on the fourth third full business day following the date of this Agreement (or on the fourth full business day if the pricing of the Firm Shares should take place after 4:30 p.m., East Coast time) or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds to the accounts specified by the CompanyNew York Clearing House (next-day) 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 p.m., East Coast time, on the business day prior to the First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 2 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” ". Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 a.m., East Coast time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds to the accounts specified by the CompanyNew York Clearing House (next-day) 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 p.m., East Coast time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Squire, Xxxxxxx & Xxxxxxx, L.L.P., 000 Xxxxx Xxxxxxxx Xxxxxx, Los Angeles, California 90017, at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless and the Representative Selling Shareholders shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in Los Angeles, California, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 3 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an a “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company and Selling Shareholders shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company and Selling Shareholders shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in Los Angeles, California, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, NY 10004, or at sxxx xxxxr dxxx xx xlace ax xxxxx xx xxxxxxxxxx xx xxxxxxxxx xetween the Representative and the REIT, at 10:00 a.m.A.M., New York City time, on the fourth third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between on the Representative and fourth full business day if the CompanyAgreement is executed after the daily closing time of the NYSE (unless postponed in accordance with the provisions of Section 9 hereof). This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the REIT shall deliver or cause to be delivered certificates representing the Firm Shares 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 being sold by the Company to to, or upon the order of of, the Company REIT of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representative shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The option granted REIT shall make the certificates representing the Firm Shares available for inspection by the Representative in Section 2 will expire 30 days New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement and 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 dayAgreement, the option granted in Section 2 will expire on may be exercised, in whole or in part, from time to time, by prior written notice being given to the next succeeding business dayREIT by the Representative. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date 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 are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 and the CompanyREIT) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company REIT shall deliver or cause to be delivered the certificates representing the Option Shares 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 being sold by the Company to to, or upon the order of of, the Company REIT of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through the facilities of DTC unless shall be registered in such names and in such denominations as the Representative shall otherwise instructrequest in the aforesaid written notice. The REIT shall make the certificates representing the Option Shares available for inspection by the Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

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

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the office of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on the fourth third full business day following the date of this Agreement (unless postponed in accordance with the provisions of Section 9 hereof), or at such other date or place as shall be determined by agreement between among the Representative Representatives and the Company. This date and time are sometimes referred to as the “Initial First Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the The Depository Trust Company (“DTC”) Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company. The option granted in Section 2 will expire 30 days At any time on or before the 30th day after the date of this Agreement and may (or, if such 30th day shall be exercised in whole a Saturday or from time to time in part by Sunday or a holiday, on the next business day), upon prior written notice of at least two Business Days being given to the Company by the RepresentativeRepresentatives, the Underwriters may purchase all or less than all of the Option Shares at the per share purchase price to be paid for the Firm Shares; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire purchase price for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the next succeeding business dayFirm Shares but not payable on such Optional Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement among the Representatives and the Company) at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC The Depository Trust Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00A.M., New York, New York City time, on the fourth third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representative Representatives and the Company. This date and time are sometimes referred to as herein called the “Initial First Delivery Date.” On the First Delivery of Date, the Company shall deliver or cause to be delivered the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option Option granted in Section 2 will expire 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 RepresentativeRepresentatives; provided that if such date falls on a day that is not a business day, the option Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option Option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Option shall have been exercised nor later than the fifth business day after the date on which the option Option shall have been exercised. Each The date and time the Option Shares are delivered is sometimes referred to as an herein called a “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as herein called a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 among the Representative Representatives and the Company) at 10:00 A.M., Xxx Xxxx, Xxx Xxxx time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative Representatives for the account of each Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for The Representatives shall acquire security entitlements with respect to the Firm Shares and payment therefor shall be made at 10:00 a.m.a closing to take place at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx at [ ]:00 A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company and the Selling Shareholders to or upon the order of the Company and the Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Shareholders. 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 through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Shareholders 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 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 by the Company Selling Shareholders and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the Option Shares Delivery Date, the Company Selling Shareholders shall deliver or cause to be delivered the Option Shares 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 being sold by the Company Selling Shareholders to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the fourth [third][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 against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Firm Shares by the several Underwriters through the Representative or upon the order of the Company by wire transfer in immediately available funds to the account specified by the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares 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 Section 2 or at such other date or place as shall be determined by agreement between the Representative and the Company. Each date and time the Option Shares are delivered in accordance with Section 2 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.” On the Option Shares Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative for the account of each Underwriter against payment the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price of the Option Shares by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of ING Barings LLC, 50 Xxxx 00xx Xx., Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on the fourth third full business day following the date of this Agreement (or on the fourth full business day if the pricing of the Firm Shares should take place after 4:30 p.m., New York time) or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds to the accounts specified by the CompanyNew York Clearing House (next-day) 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless and the Representative Selling Stockholders shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 3 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” ". Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Representatives 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 the Option Shares Second Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds to the accounts specified by the CompanyNew York Clearing House (next-day) 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company and the Selling Stockholders shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the office of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on the fourth third full business day following the date of this Agreement or on the fourth full business day if the Agreement is executed after the daily closing time of the NYSE (unless postponed in accordance with the provisions of Section 9 hereof), or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. This date and time are sometimes referred to as the “Initial First Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the The Depository Trust Company (“DTC”) Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company. The option granted in Section 2 will expire 30 days At any time on or before the 30th day after the date of this Agreement and may (or, if such 30th day shall be exercised in whole a Saturday or from time to time in part by Sunday or a holiday, on the next business day), upon prior written notice of at least two Business Days being given to the Company by the RepresentativeRepresentatives, the Underwriters may purchase all or less than all of the Option Shares at the per share purchase price to be paid for the Firm Shares; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire purchase price for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the next succeeding business dayFirm Shares but not payable on such Optional Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company. On ) at 10:00 A.M., New York City time, on the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC The Depository Trust Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the offices of Xxxxxx Brothers Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx and delivery of documents shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxx LLP, 7th Floor, Asia Pacific Finance Tower, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx, respectively, at 8:00 A.M., New York City time, on 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. This date and time are 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 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representative shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. For the purpose of facilitating the issuance by the Company of the Firm Shares to the Underwriters, the Company shall ensure that Mellon Investor Services, L.L.C., as transfer agent and registrar, confirms, not later than one business day prior to the First Delivery Date, that it is prepared to record electronic credit in favor of the Underwriters at 10:00 A.M., New York City time, on the First Delivery Date. The option granted in Section 2 will expire 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 day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 are delivered is are sometimes referred to as an a “Option Shares Subsequent Delivery Date,” and the Initial First Delivery Date and any Option Shares Subsequent Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 and the Company) at 8:00 A.M., New York City time, on each such Subsequent Delivery Date. On the Option Shares each such Subsequent Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to be purchased on such Subsequent Delivery Date 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through the facilities of DTC unless shall be registered in such names and in such denominations as the Representative shall otherwise instructrequest in the aforesaid written notice. For the purpose of facilitating the issuance by the Company of the Option Shares to the Underwriters, the Company shall ensure that Mellon Investor Services, L.L.C., as transfer agent and registrar, confirms, not later than one business day prior to such Subsequent Delivery Date, that it is prepared to record electronic credit in favor of the Underwriters at 8:00 A.M., New York City time, on such Subsequent Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at such place as shall be determined by agreement between the Underwriters and the Company at 10:00 a.m.A.M., New York City time, on the fourth full business day Business Day (as defined in Section 15 hereof) 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. This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Underwriters shall request in writing not less than two full Business Days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 2 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Business Day after the date on which the option shall have been exercised nor later than the fifth business day Business Day after the date on which the option shall have been exercised. Each The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery , the Company and the Custodian, on behalf of the Selling Shareholders, shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Custodian, on behalf of the Selling Shareholders, of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless and the Representative Custodian, on behalf of the Selling Shareholders, shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 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 by the Representatives to the Company by and the Representative; provided that if such date falls Custodian, on a day that is not a business day, the option granted behalf of those Selling Shareholders listed in Section Schedule 2 will expire on the next succeeding business dayhereto as selling Option Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares Delivery Date,” a "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as a “Delivery Date"DELIVERY DATE.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company Custodian, on behalf of those Selling Shareholders listed in Schedule 2 hereto as selling Option Shares, shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company Custodian, on behalf of the purchase price those Selling Shareholders listed in Schedule 2 hereto as selling Option Shares, by wire transfer in immediately available funds of the respective portion of the purchase price payable to the accounts specified by the CompanyShareholders. Time shall be of the essence, and delivery at the time and place such specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Custodian, on behalf of those Selling Shareholders listed in Schedule 2 hereto as selling Option Shares, shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the fourth third full business day following the date of this Agreement at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative Underwriter shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeUnderwriter, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Underwriter shall be made at 10:00 a.m., New York City time, at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company. On the each Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative 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 Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Underwriter shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the office of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on the fourth third full business day following the date of this Agreement or on the fourth full business day if this Agreement is executed after the daily closing time of the New York Stock Exchange (unless postponed in accordance with the provisions of Section 9 hereof), or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company. This date and time are 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 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 of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by certified or official bank check or checks payable in same day funds or, at the discretion of the Company, by wire transfer in immediately available funds to the accounts specified by the Companysame day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares 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 First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 2 will expire 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 dayUnderwriters. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Underwriters and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Underwriter 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 being sold by the Company to or upon the order of the Company of the purchase price by certified or official bank check or checks payable in same day funds or, at the discretion of the Company, by wire transfer in immediately available funds to the accounts specified by the Companysame day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Underwriters shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares 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 Second Delivery Date.

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

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made in New York, New York, at 10:00 a.m.A.M., New York City time, on the fourth [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 CompanySelling Stockholders. This date and time are sometimes referred to as the “Initial "First Delivery Date.” ". On the First Delivery of Date, each Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives for the account of each U.S. Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company such Selling Stockholder of the purchase price for the Firm Shares by wire transfer or certified or official bank check or checks payable in immediately available funds to the accounts specified by the Company(same day) 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 obligation of each U.S. Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust Company (“DTC”) unless certificates for the Representative Firm Shares, the Selling Stockholders shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 3 hereof may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 third business day after the date on which the option shall have been exercised. Each The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” ", and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date".” Delivery of the Option Shares by the Company and payment for the Option Shares 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 the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial Delivery Date"INITIAL DELIVERY DATE.” " Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company and the Selling Shareholders to or upon the order of the Company of and the purchase price Selling Shareholders by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Shares shall be made through the facilities of the The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option options granted in Section 2 3 will expire 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 by the Representatives to the Company by the RepresentativeSelling Shareholders; 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 options shall have been exercised nor later than the fifth business day after the date on which the option options shall have been exercised. Each The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares Delivery Date,” "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 DATE.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the Selling Shareholders) at 10:00 A.M., New York City time, on each such Option Shares Delivery Date, the Company shall deliver or cause to be delivered the . Delivery of Option Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Option Shares being sold by the Company Selling Shareholders to or upon the order of the Company of the purchase price Selling Shareholders by wire transfer in immediately available funds to the accounts specified by and the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of the Options Shares shall deliver the Option Shares be made through the facilities of DTC The Depository Trust Company unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Shares shall be made through the facilities of the The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 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 The date and time the shares of Option Shares are delivered is are 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 by the Company and payment for the Option Shares 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 the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.”

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.[10:00] A.M., New York City time, on the fourth full business day following the date of this Agreement [Date] 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 sometimes hereinafter referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives 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. On the each Option Shares Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery of , the Company shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares Delivery Date,” a "SUBSEQUENT DELIVERY DATE" and the Initial First Delivery Date and any Option Shares Subsequent Delivery Date are sometimes each referred to as a “Delivery "DELIVERY Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 A.M., New York City time, on each such Subsequent Delivery Date. On the Option Shares each such Subsequent Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to be purchased on such Subsequent Delivery Date to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to each such Subsequent Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the office of Xxxxxx & Xxxxx LLP, New York City time000 Xxxx Xxxxxx, on the fourth full business day following the date of this Agreement Xxx Xxxx, Xxx Xxxx 00000, 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 the third full business day following the date of this Agreement or on the fourth full business day if the Agreement is executed after the daily closing time of the New York Stock Exchange (unless postponed in accordance with the provisions of Section 9 hereof). This date and time are sometimes referred to as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery of , the Company shall deliver or cause to be delivered certificates representing the Firm Shares 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 of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyof same-day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares 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 First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised exercised, in whole or in part, from time to time in part time, 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeUnderwriters, when the Option Shares 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 Option Shares are delivered is are sometimes referred to as an “Option Shares Delivery Date,” the "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date"DELIVERY DATE.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Underwriters and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyof same-day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Underwriters shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares 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 Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for The Representatives shall acquire security entitlements with respect to the Firm Shares and payment therefor shall be made at 10:00 a.m.a closing to take place at the office of Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxxx, Menlo Park, California at [ ]:00 A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company and the Selling Shareholders to or upon the order of the Company and the Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Selling Shareholders. 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 through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Shareholders 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 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 by the Company Selling Shareholders and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the Option Shares Delivery Date, the Company Selling Shareholders shall deliver or cause to be delivered the Option Shares 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 being sold by the Company Selling Shareholders to or upon the order of the Company Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representative Representatives, the Company and the CompanyAttorneys-in-Fact. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices price of the Firm Shares being sold by the Company Selling Shareholders to or upon the order of the Company of the purchase price Selling Shareholders by wire transfer in immediately available funds to the accounts specified by the CompanyCustodian. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option options granted in Section 2 3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Shareholders by the RepresentativeRepresentatives; provided that if such date falls on a day that is not a business day, the option options granted in Section 2 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company Selling Shareholders and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between among the Representative Representatives, the Company and the CompanyAttorneys-in-Fact. On the each Option Shares Delivery Date, the Company Selling Shareholders shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, to the Representative Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Option Shares being sold by the Company Selling Shareholders to or upon the order of the Company of the purchase price Selling Shareholders by wire transfer in immediately available funds to the accounts account specified by the CompanyCustodian. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.[•] [a.m./p.m.], New York City time, on 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on the 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. This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities of Representatives shall request in writing not less than two full business days prior to the Depository Trust Company (“DTC”) unless the Representative shall otherwise instructFirst Delivery Date. The option granted in Section 2 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Option Shares are delivered is are sometimes referred to as an “Option Shares a "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities of DTC unless Representatives shall request in the Representative shall otherwise instructaforesaid written notice.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part at any one time 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 as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 exercisedexercised (unless such date is postponed pursuant to Section 9 hereof). Each date and time the shares of Option Shares are delivered is sometimes referred to as an a “Option Shares Subsequent Delivery Date,” and the Initial Delivery Date and any Option Shares Subsequent Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at such place as shall be determined by agreement between the Representatives and the Company at 10:00 a.m.A.M., New York City time, on the fourth full business day Business Day (as defined in Section 15 hereof) 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. This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full Business Days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 2 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Business Day after the date on which the option shall have been exercised nor later than the fifth business day Business Day after the date on which the option shall have been exercised. Each The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York City, not later than 2:00 P.M., New York City time, on the Business Day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the office of Xxxxx & Xxxxxxx L.L.P., Columbia Square, 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at 10:00 a.m.A.M., New York City time, on 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 CompanyTrust. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Trust shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company Trust of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository certificates for the Firm Shares, the Trust Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and the option granted in Section 2 may be exercised in whole or from time to time in part by written notice being given to the Company Trust 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the CompanyTrust) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company Trust shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company Trust of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Trust shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at the offices of Latham & Watkins, 885 Third Avenue, New York, New York 10022, or at xxxx xthex xxxxx ax xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxx and the Company, at 10:00 a.m.A.M., New York City time, on the fourth full business day following the date of this Agreement November 15, 2001, or at such other date time or place date, not later than seven full business days thereafter, as shall be determined agreed upon by the Underwriter and the Company (such date and time of payment and delivery being referred to herein as the "Closing Date"). (b) Delivery to the Underwriter of and payment for any Additional Shares to be purchased by the Underwriter shall be made at the aforementioned office of Latham & Watkins at such time on such date (the "Option Cloxxxx Xate"), xxxch may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than five business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Underwriter to the Company of the Underwriter's determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Additional Shares may be varied by agreement between the Representative Underwriter and the Company. This date and time are sometimes referred to On the Closing Date or the Option Closing Date, as the “Initial Delivery Date.” Delivery case may be, payment of the Firm purchase price for the Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to an account at a bank acceptable to the accounts specified Underwriter, or by such other means as the Companyparties hereto shall agree prior to the Closing Date, against delivery to the Underwriter of the certificates evidencing the Shares to be purchased. 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 obligations of each the Underwriter hereunder. The Company shall deliver certificates for the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 any Additional Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative purchased hereunder shall be made at 10:00 a.m.registered in such names and in such denominations as the Underwriter shall request prior to 9:30 A.M., New York City time, on the date specified in second business day preceding the corresponding notice described in Closing Date or the preceding paragraph or at such other date or place Option Closing Date, as the case may be. Such certificates shall be determined by agreement between made available to the Representative Underwriter in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Company. On business day next preceding the Closing Date or the Option Shares Delivery Closing Date, as the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructcase may be.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the offices of Xxxxx & Xxxxxxx L.L.P., New York City time000 Xxxxx Xxxxxx, on the fourth full business day following the date of this Agreement Xxx Xxxx, Xxx Xxxx, 00000 or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to the Representative Representatives for the account of each Underwriter against payment by the several Underwriters through the Representative and Representatives of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Shares shall be made through the facilities of the The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares Share 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Company and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructRepresentatives).

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at the offices of Latham & Watkins, 885 Third Avenue, New York, New York 10022, or at xxxx xthex xxxxx ax xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxve and the Company, at 10:00 a.m.A.M., New York City time, on the fourth full business day following the date of this Agreement November 15, 2001, or at such other date time or place date, not later than seven full business days thereafter, as shall be determined agreed upon by the Representative and the Company (such date and time of payment and delivery being referred to herein as the "Closing Date"). (b) Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Latham & Watkins at such time on such date (the "Option Cloxxxx Xate"), xxxch may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than five business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Representative on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Additional Shares may be varied by agreement between the Representative on behalf of the Underwriters and the Company. This date and time are sometimes referred to On the Closing Date or the Option Closing Date, as the “Initial Delivery Date.” Delivery case may be, payment of the Firm purchase price for the Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to an account at a bank acceptable to Goldman, Sachs & Co., or by such other means as the accounts specified by parties xxxxxx shall agree prior to the CompanyClosing Date, against delivery to the Underwriters of the certificates evidencing the Shares to be purchased. 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 obligations of each Underwriter the Underwriters hereunder. The Company shall deliver certificates for the Firm Shares through and any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as the facilities Representative on behalf of the Depository Trust Company (“DTC”) unless the Representative Underwriters shall otherwise instruct. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or from time request prior 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m.9:30 A.M., New York City time, on the date specified in second business day preceding the corresponding notice described in Closing Date or the preceding paragraph or at such other date or place Option Closing Date, as the case may be. Such certificates shall be determined by agreement between made available to the Representative Underwriters in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Company. On business day next preceding the Closing Date or the Option Shares Delivery Closing Date, as the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructcase may be.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.[10:00] A.M., New York City time, on the fourth full business day following the date of this Agreement [Date] 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 sometimes hereinafter referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price 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 Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives 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. On the each Option Shares Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, 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 being sold by the Company to or upon the order of the Company of the purchase price 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 through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the office of Xxxxxxxx Chance US LLP, New York City time00 Xxxx 00xx Xxxxxx, on the fourth full business day following the date of this Agreement Xxx Xxxx, Xxx Xxxx 00000, or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or on the fourth full business day if the Agreement is executed after the daily closing time of the NYSE (unless postponed in accordance with the provisions of Section 9 hereof). This date and time are sometimes referred to as the “Initial First Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the The Depository Trust Company (“DTC”) Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company. The option granted in Section 2 will expire 30 days At any time on or before the 30th day after the date of this Agreement and may (or, if such 30th day shall be exercised in whole a Saturday or from time to time in part by Sunday or a holiday, on the next business day), upon prior written notice of at least two Business Days being given to the Company by the RepresentativeRepresentatives, the Underwriters may purchase all or less than all of the Option Shares at the per share purchase price to be paid for the Firm Shares; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire purchase price for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the next succeeding business dayFirm Shares but not payable on such Optional Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company. On ) at 10:00 A.M., New York City time, on the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC The Depository Trust Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company.

Delivery of and Payment for the Shares. Delivery of and payment certificates for the Firm Shares and certificates for the Option Shares, if the option to purchase the same is exercised on or before the second Business Day (as defined in Section 13 hereof) prior to the First Closing Date (as defined below), to be purchased by the Underwriters from the Company and payment therefor shall be made at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (xx such other place as mutually may be agreed upon), at 10:00 a.m.A.M., New York City Eastern time, on 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or (the "FIRST CLOSING DATE"). The option to purchase Option Shares 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 hereof may be exercised during the next succeeding business dayterm thereof by written notice to the Company from the Representatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued exercised and the date time and timedate, as determined by the Representative, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than either the Initial Delivery First Closing Date nor earlier than or the second business day Business Day after the date on which the option shall have been exercised nor later than the fifth business day third Business Day after the date on which of such exercise, as determined by the option shall have been exercised. Each date and time Representatives, when the Option Shares are to be delivered is sometimes referred to as an “(the "OPTION CLOSING DATE"). Delivery and payment for such Option Shares Delivery Date,” are to be at the offices set forth above for delivery and payment of the Firm Shares. (The First Closing Date and the Initial Delivery Date and any Option Shares Delivery Closing Date are sometimes each herein individually referred to as a “Delivery Date"CLOSING DATE" and collectively referred to as the "CLOSING DATES.” ") Delivery of the Option Shares by the Company and payment certificates for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, by or 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 the Option Shares Delivery Date, behalf of the Company shall deliver or cause to be delivered the Option Shares to the Representative you, for the account respective accounts of each Underwriter the Underwriters, against payment by you, for the several Underwriters through the Representative and accounts of the respective aggregate purchase prices Underwriters, of the Option Shares being sold purchase price therefor by the Company certified or official bank check payable in New York Clearing House funds to or upon the order of the Company of the purchase price or by wire transfer in immediately available funds to the accounts an account specified by the Company. The certificates for the Shares shall be registered in such names and denominations as you shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a location in New York, New York as may be designated by you at least one full Business Day prior to such Closing Date. Time shall be of the essence, essence and delivery at the time and place specified pursuant to in this Agreement is a further condition of to the obligation obligations of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructUnderwriter.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at the offices of Latham & Watkins, 885 Third Avenue, New York, New York 10020, xx at such othex xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxerwriter and the Company, at 10:00 a.m.A.M., New York City time, on the fourth full business day following the date of this Agreement November 15, 2001, or at such other date time or place date, not later than seven full business days thereafter, as shall be determined agreed upon by the Underwriter and the Company (such date and time of payment and delivery being referred to herein as the "Closing Date"). (b) Delivery to the Underwriter of and payment for any Additional Shares to be purchased by the Underwriter shall be made at the aforementioned office of Latham & Watkins at such time on such date (the "Option Cloxxxx Xate"), xxxch may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than five business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Underwriter to the Company of the Underwriter's determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Additional Shares may be varied by agreement between the Representative Underwriter and the Company. This date and time are sometimes referred to On the Closing Date or the Option Closing Date, as the “Initial Delivery Date.” Delivery case may be, payment of the Firm purchase price for the Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to an account at a bank acceptable to the accounts specified Underwriter, or by such other means as the Companyparties hereto shall agree prior to the Closing Date, against delivery to the Underwriter of the certificates evidencing the Shares to be purchased. 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 obligations of each the Underwriter hereunder. The Company shall deliver certificates for the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 any Additional Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative purchased hereunder shall be made at 10:00 a.m.registered in such names and in such denominations as the Underwriter shall request prior to 9:30 A.M., New York City time, on the date specified in second business day preceding the corresponding notice described in Closing Date or the preceding paragraph or at such other date or place Option Closing Date, as the case may be. Such certificates shall be determined by agreement between made available to the Representative Underwriter in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Company. On business day next preceding the Closing Date or the Option Shares Delivery Closing Date, as the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructcase may be.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.[10:00] A.M., New York City time, on the fourth full business day following the date of this Agreement [Date] 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 sometimes hereinafter referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative Representatives 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. On the each Option Shares Delivery Date, the Company shall deliver deliver, or cause to be delivered delivered, the Option Shares Shares, 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 being sold by the Company to or upon the order of the Company of the purchase price t by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth full third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) 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. This date and time are sometimes referred to as the “Initial Delivery Closing Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 3 will expire 30 thirty (30) days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 tenth business day after the date on which the option shall have been exercised. Each date and time the Option Shares are delivered is sometimes referred to as an “Option Shares Delivery Closing Date,” and the Initial Delivery Closing Date and any Option Shares Delivery Closing Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On the Option Shares Delivery Closing Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price Purchase Price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct. The Shares shall be registered in such names and in such denominations as the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Option Shares shall be delivered to the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the offices of Fulbright & Jaworski L.L.P., New York City time1301 McKinney, on the fourth full business day following the date of this Agreement or Suite 5100, Houston, Texas 77010, at such other 8:00 X.X., Houston, Xxxxx xxxx, xx Xxxx 0, 0000 xx xx xxxx xxxxx date or place as shall be determined by agreement between the Representative Underwriter and the Company. This date and time are sometimes referred to as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery , the Company, through the facilities of The Depository Trust Company ("DTC"), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available of same-day funds to the accounts specified a bank account designated 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 Underwriter's obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in the facilities name of the Depository Trust Company (“Cede & Co., as nominee for DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeUnderwriter, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares Delivery Date,” a "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as a “Delivery Date.” "DELIVERY DATE". Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 11 place as shall be determined by agreement between the Representative Underwriter and the Company) at 9:00 A.M., Houston, Texas time, on such Second Delivery Date. On the Option Shares Second Delivery Date, the Company Company, through the facilities of DTC, shall deliver or cause to be delivered a securities entitlement with respect to the Option Shares to the Representative Underwriter for the its account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available of same-day funds to the accounts specified a bank account designated 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 Underwriter's obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through 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 Shares. (a) Delivery of the Initial Shares and Warrants and payment for the Firm Initial Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Initial Shares and Warrants shall be made to the Representative for the account of each Underwriter Investor against payment by the several Underwriters through the Representative and or on behalf of each such Investor of the respective aggregate purchase prices price of the Firm Initial Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyCompany at least forty-eight hours in advance of the Initial Delivery Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Firm Initial Shares and related Warrants registered in such names as the Underwriter (on behalf of the Investors) may request through the facilities of the Depository Trust Company DTC. (“DTC”b) unless the Representative shall otherwise instruct. The option granted in Section 2 Over-Allotment Option will expire 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 Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares and related Warrants as to which the option Over-Allotment Option is being exercised, the names in which the Option Shares and related Warrants are to be registered, the denominations in which the Option Shares and related Warrants are to be issued and the date and time, as determined by the RepresentativeUnderwriter, when the Option Shares and related 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 related 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.” ” (c) Delivery of the Option Shares and related Warrants by the Company and payment for the Option Shares by the several Underwriters through the Representative each Investor purchasing Option Shares shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Underwriter and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares and related Warrants to the Representative for the account of each Underwriter participating Investor against payment by the several Underwriters through the Representative and each such Investor of the respective aggregate purchase prices price of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price each such Investor by wire transfer in immediately available funds to the accounts specified by the CompanyCompany at least forty-eight hours in advance of the Option Shares Delivery Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Option Shares and related Warrants registered in such names as the Underwriter (on behalf of the Investors) may request through the facilities of DTC unless the Representative shall otherwise instructDTC.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.the office of Xxxxxx & Xxxxx, New York City time000 Xxxx Xxxxxx, on the fourth full business day following the date of this Agreement Xxx Xxxx, Xxx Xxxx 00000, or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or on the fourth full business day if the Agreement is executed after the daily closing time of the New York Stock Exchange (unless postponed in accordance with the provisions of Section 9 hereof). This date and time are 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 shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companysame day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless shall make the Representative shall otherwise instructcertificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 2 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 Representatives and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds to the accounts specified by the Companysame day 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 obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares Stock shall be made at 10:00 a.m.in New York, New York City with a concurrent closing at the offices of Simpxxx Xxxxxxx & Xartxxxx xx 3373 Xxxxxxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx xx 10:00 A.M., New York time, on [________], 2000, the fourth full business day following the date of this Agreement Agreement, or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. This date and time are 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 shall be made Stock to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer or certified or official bank check or checks payable in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The 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 First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall deliver make the certificates representing the Firm Shares through Stock available for inspection by the facilities of Representatives in New York, New York, not later than 2:00 P.M., New York time, on the Depository Trust Company (“DTC”) unless business day prior to the Representative shall otherwise instructFirst Delivery Date. The option granted in Section 2 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and the option granted in Section 2 may be exercised in whole or from time to time in part by written notice being given to the Company by the 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 dayRepresentatives. Such notice shall set forth the aggregate number of shares of Option Shares Stock as to which the option is being exercised, the names in which the shares of Option Shares Stock are to be registered, the denominations in which the shares of Option Shares Stock are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 Stock are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” " and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” "). Delivery of the Option Shares by the Company and payment for the Option Shares 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 4 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Shares Stock to the Representative Representatives 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer or certified or official bank check or checks payable in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company shall deliver make the certificates representing the Option Shares through Stock available for inspection by the facilities of DTC unless Representatives in New York, New York, not later than 2:00 P.M., New York time, on the Representative shall otherwise instructbusiness day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York, New York City time, on the fourth third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representative and the Company. This date and time are sometimes referred to as herein called the “Initial First Delivery Date.” On the First Delivery of Date, the Company shall deliver or cause to be delivered the Firm Shares shall be made to the Representative for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option Option granted in Section 2 will expire 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 expiration date falls on a day that is not a business day, the option Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option Option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 Option shall have been exercised nor later than the fifth business day after the date on which the option Option shall have been exercised. Each The date and time the Option Shares are delivered is sometimes referred to as an herein called a “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as herein called a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative 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 among the Representative and the Company) at 10:00 A.M., New York, New York time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Representative for the account of each Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for The Underwriters shall acquire the Firm Shares and payment therefor shall be made at a closing to take place at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, on the fourth 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. This date and time are sometimes referred to as the “"Initial Delivery Closing Date.” Delivery " Pursuant to the terms of this Agreement, payment for the Firm Shares to be purchased on the Initial Closing Date shall be made against delivery to the Representative for the account respective accounts of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices Shares to be purchased on such Initial Closing Date, with any transfer taxes payable in connection with the sale of the Firm such Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the Underwriters hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 shares of Option Shares as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeCompany, when the shares of Option Shares are to be delivereddelivered and paid for; 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 are delivered is sometimes referred to as an “"Option Shares Delivery Closing Date,” " and the Initial Delivery Closing Date and any Option Shares Delivery Closing Date are sometimes each referred to as a “Delivery "Closing Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares 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 the Option Shares Delivery Closing Date, payment for the Company shall deliver or cause Shares to be delivered purchased on the Option Shares Closing Date shall be made against delivery to the Representative for the account respective accounts of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices Shares to be purchased on such Option Closing Date, with any transfer taxes payable in connection with the sale of the Option such Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial "FIRST DELIVERY DATE." On the First Delivery Date.” Delivery , the Company and the Custodian, on behalf of the Selling Shareholders, shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Custodian, on behalf of the Selling Shareholders, of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless and the Representative Custodian, on behalf of the Selling Shareholders, shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days after the date of this Agreement and prior thereto may be exercised in whole or in part from time to time in part by written notice being given by the Representatives to the Company by and the Representative; provided that if such date falls Custodian, on a day that is not a business day, the option granted behalf of those Selling Shareholders listed in Section Schedule 2 will expire on the next succeeding business dayhereto as selling Option Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an “Option Shares Delivery Date,” a "SECOND DELIVERY DATE" and the Initial First Delivery Date and any Option Shares Second Delivery Date are sometimes each referred to as a “Delivery Date"DELIVERY DATE.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or -16- place as shall be determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On the Option Shares such Second Delivery Date, the Company Custodian, on behalf of those Selling Shareholders listed in Schedule 2 hereto as selling Option Shares, shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives 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 being sold by the Company to or upon the order of the Company Custodian, on behalf of the purchase price those Selling Shareholders listed in Schedule 2 hereto as selling Option Shares, by wire transfer in immediately available funds of the respective portion of the purchase price payable to the accounts specified by the Companysuch Shareholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Custodian, on behalf of those Selling Shareholders listed in Schedule 2 hereto as selling Option Shares, shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made in New York, New York, at 10:00 a.m.A.M., New York City time, on the fourth [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 CompanySelling Stockholders. This date and time are sometimes referred to as the “Initial "First Delivery Date.” ". On the First Delivery of Date, each Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives for the account of each International Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company such Selling Stockholder of the purchase price for the Firm Shares by wire transfer or certified or official bank check or checks payable in immediately available funds to the accounts specified by the Company(same day) 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 obligation of each International Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust Company (“DTC”) unless certificates for the Representative Firm Shares, the Selling Stockholders shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 3 hereof may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders 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 dayRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 third business day after the date on which the option shall have been exercised. Each The date and time the Option Shares are delivered is are sometimes referred to as an “Option Shares the "Second Delivery Date,” ", and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” ". Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m.in New York, 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 CompanySelling Stockholders) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Option Shares Second Delivery Date, the Company each Selling Stockholder shall deliver or cause to be delivered the certificates representing the Option Shares to the Representative Representatives for the account of each International Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company such Selling Stockholder of the purchase price for the Option Shares by wire transfer or certified or official bank check or checks payable in immediately available funds to the accounts specified by the Company(same day) 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 obligation of each International Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Selling Stockholders shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the office of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on the fourth third full business day following the date of this Agreement (unless postponed in accordance with the provisions of Section 9 hereof), or at such other date or place as shall be determined by agreement between among the Representative Representatives and the Company. This date and time are sometimes referred to as the “Initial First Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder”. The Company shall deliver the Firm Shares through the facilities of the The Depository Trust Company (“DTC”) Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company. The option granted in Section 2 will expire 30 days At any time on or before the 30th day after the date of this Agreement and may (or, if such 30th day shall be exercised in whole a Saturday or from time to time in part by Sunday or a holiday, on the next business day), upon prior written notice of at least two Business Days being given to the Company by the RepresentativeRepresentatives, the Underwriters may purchase all or less than all of the Option Shares at the per share purchase price to be paid for the Firm Shares; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire purchase price for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the next succeeding business dayFirm Shares but not payable on such Optional Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the Option Shares 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 are delivered is are sometimes referred to as an the “Option Shares Second Delivery Date,” and the Initial First Delivery Date and any Option Shares the Second Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement among the Representatives and the Company) at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On the Option Shares Second Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC The Depository Trust Company, unless the Representative Representatives shall otherwise instruct, for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account designated by the Company.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at [10:00 a.m.A.M]., New York City time, on the fourth 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 Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Shareholders shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct. The option granted in Section 2 3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, Representatives when the Option Shares 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 options shall have been exercised (unless the option is exercised on or prior to the business day prior to the Initial Delivery Date and such notice specifies that the delivery of the Option Shares shall occur on the Initial Delivery Date) nor later than the fifth business day after the date on which the option shall have been exercised, unless otherwise agreed on between the Representatives and the Company. Each date and time the Option Shares are delivered is sometimes referred to as an “Option Shares Share Delivery Date,” and the Initial Delivery Date and any Option Shares Share Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company Selling Stockholders and payment for the Option Shares by the several Underwriters through the Representative Representatives shall be made at [10:00 a.m.A.M]., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company. On the Option Shares Share Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the Option Shares 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 being sold by the Company Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Stockholders shall deliver the Option Shares through the facilities of DTC unless the Representative Representatives shall otherwise instruct.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.a.m. (New York City time) on the third full business day (or on the fourth full business day if the pricing of the Shares occurs after 4:30 p.m., New York City time, on the fourth full business day date hereof) following the date of this Agreement Agreement, or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company. This Company (such date and time are sometimes referred to as of delivery of and payment for the Firm Shares, the “Initial First Delivery Date.” ”). On the First Delivery of Date, the Firm Company shall deliver or cause to be delivered certificates representing the Shares 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 of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery, the Shares shall deliver be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company designated by the Representatives. (“DTC”b) unless The Company hereby grants the Representative Option to the Underwriters to purchase the Option Shares at the same purchase price per share as the Underwriters shall otherwise instructpay for the Firm Shares being resold by the Underwriters. The option granted in Section 2 will expire 30 days after the date of this Agreement and Option may be exercised in whole or in part from time to time at any time not more than 30 days subsequent to the date of this Agreement upon notice in part writing delivered by written notice being given facsimile by the Representatives, on behalf of themselves and the other Underwriters 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 setting forth the aggregate number of whole Option Shares as to which the option is being exercised, Underwriters are exercising the names in which Option. The date for the delivery of and payment for the Option Shares are to be registeredShares, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 are delivered is sometimes being herein referred to as an “Option Shares Delivery Date,” and ”, which may be the Initial First Delivery Date (the First Delivery Date and any the Option Shares Delivery Date are Date, if any, being sometimes each referred to as a “Delivery Date.” Delivery of the Option Shares by the Company and payment for the Option Shares 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 CompanyUnderwriters but shall not be later than five full business days after written notice of election to purchase Option Shares is given. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Option Shares 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 of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares shall be registered in the name and in such denominations as the Representatives shall request in writing not less than two full business days prior to the Option Delivery Date. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the facilities of DTC unless accounts at The Depository Trust Company designated by the Representative shall otherwise instructRepresentatives.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m.A.M., New York City time, on the fourth 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. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representative and the Company. On the Option Shares Delivery Date, the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Shares. (a) Delivery of and payment for the Firm Shares shall be made at the offices of Latham & Watkins, 885 Third Avenue, New York, New York 10020, xx at xxxx xxhex xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxerwriter and the Company, at 10:00 a.m.A.M., New York City time, on the fourth full business day following the date of this Agreement November 15, 2001, or at such other date time or place date, not later than seven full business days thereafter, as shall be determined agreed upon by the Underwriter and the Company (such date and time of payment and delivery being referred to herein as the "Closing Date"). (b) Delivery to the Underwriter of and payment for any Additional Shares to be purchased by the Underwriter shall be made at the aforementioned office of Latham & Watkins at such time on such date (the "Option Cloxxxx Xate"), xxxch may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than five business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Underwriter to the Company of the Underwriter's determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Additional Shares may be varied by agreement between the Representative Underwriter and the Company. This date and time are sometimes referred to On the Closing Date or the Option Closing Date, as the “Initial Delivery Date.” Delivery case may be, payment of the Firm purchase price for the Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to an account at a bank acceptable to the accounts specified Underwriter, or by such other means as the Companyparties hereto shall agree prior to the Closing Date, against delivery to the Underwriter of the certificates evidencing the Shares to be purchased. 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 obligations of each the Underwriter hereunder. The Company shall deliver certificates for the Firm Shares through the facilities of the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The option granted in Section 2 will expire 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 any Additional Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representative, when the Option Shares 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 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 by the Company and payment for the Option Shares by the several Underwriters through the Representative purchased hereunder shall be made at 10:00 a.m.registered in such names and in such denominations as the Underwriter shall request prior to 9:30 A.M., New York City time, on the date specified in second business day preceding the corresponding notice described in Closing Date or the preceding paragraph or at such other date or place Option Closing Date, as the case may be. Such certificates shall be determined by agreement between made available to the Representative Underwriter in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Company. On business day next preceding the Closing Date or the Option Shares Delivery Closing Date, as the Company shall deliver or cause to be delivered the Option Shares 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 being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Shares through the facilities of DTC unless the Representative shall otherwise instructcase may be.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of Xxxx Xxxxx LLP, 222 S.W. Columbia, Suite 1800, Xxxxxxxx, Xxxxxx 00000, at 10:00 a.m.A.M., New York City time, on 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. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing the Firm Shares shall be made to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the Depository Trust certificates for the Firm Shares, the Company (“DTC”) unless and the Representative Selling Shareholders shall otherwise instructmake the certificates representing the Firm Shares available for inspection by the Representatives in Portland, Oregon, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 3 will expire 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 dayRepresentatives. Such notice shall set forth the aggregate number of shares of Option Shares as to which the option is being exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the RepresentativeRepresentatives, when the shares of Option Shares 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 are delivered is are sometimes referred to as an “Option Shares a "Subsequent Delivery Date,” " and the Initial First Delivery Date and any Option Shares Subsequent Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through the Representative shall be made at 10:00 a.m., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York City time, on each such Subsequent Delivery Date. On the Option Shares each such Subsequent Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered the certificates representing the Option Shares to be purchased on such Subsequent Delivery Date to the Representative Representatives 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 being sold by the Company to or upon the order of the Company and the Selling Shareholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Option Shares through shall be registered in such names and in such denominations as the facilities Representatives shall request in the aforesaid written notice. For the purpose of DTC unless expediting the Representative checking and packaging of the certificates for the Option Shares, the Company and the Selling Shareholders shall otherwise instructmake the certificates representing the Option Shares available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to each such Subsequent Delivery Date.