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

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling Stockholders. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock 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 Custodian) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx LLP, 000 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Initial Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, For the Firm Stock delivered by the Selling Stockholders, such delivery shall be made at the office of Ropes & Xxxx, LLP. Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available fundsfunds to the accounts specified by the Company 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. Upon The Company shall deliver the Firm Stock (except such Firm Stock held by the Selling Stockholders) through the facilities of DTC unless the Representatives shall otherwise instruct. For the Firm Stock delivered by the Selling Stockholders, upon delivery, the Selling Stockholders shall register such Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not no less than two full business days prior to the First Initial Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 Initial Delivery Date. The option options granted in Section 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, Company and the Selling Stockholders and the Custodian by the Representatives; provided that if such date falls on a day that is not a business day, the options granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First 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. The Each date and time the shares of Option Stock are delivered are is sometimes referred to as a an “Second Option Stock Delivery Date,” and the First Initial Delivery Date and any Second Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”). .” Delivery of the Option Stock by the Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place offices of Ropes & Xxxx, LLP at 10:00 A.M., New York City time, on the date specified in the first sentence of corresponding notice described in the first preceding paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Custodian) at 10:00 A.M., New York City time, on such Second Company. On the Option Stock Delivery Date. The , the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Option Stock being sold by the Selling Stockholders to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available fundsfunds to the accounts specified by 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. Upon deliverydelivery of the Option Stock, the Selling Stockholders shall register such Option Stock shall be registered in such names and in such denominations as the Representatives shall request in writing no less than two full business days prior to the aforesaid written noticeOption Stock Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Selling Stockholders shall make the certificates representing the Option Stock 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 the Option Stock Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilLehmxx Xxxthers Inc., Gotshal & Xxxxxx LLP, 000 Xxxxx Three World Finaxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at xx 10:00 A.M., New York City time, on the fourth third full business day following the date of this Agreement Effective Date or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Company and the Selling StockholdersShareholders. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders Shareholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Shareholders of the purchase price by wire transfer certified or official bank check or checks payable in immediately available New 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. 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 and the Selling Stockholders Shareholders shall make the certificates representing the Firm Stock 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available New 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. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment ------------------------------------- for the Firm Stock shall be made at the offices office of WeilXxxxxx Xxxxxx & Xxxxxxx, Gotshal & Xxxxxx LLP, 000 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and the Option may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option Option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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.Second

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilChapxxx xxx Cutlxx, Gotshal & Xxxxxx LLPXxicago, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Illinois at 10:00 9:00 A.M., New York City central 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 Representatives and the Selling StockholdersCompany. This Such date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders Shareholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Shareholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (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 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 and the Selling Stockholders Shareholders shall make the certificates representing the Firm Stock 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this such date and time shall not be earlier than the First Delivery Date nor earlier than the second full 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 9:00 A.M., New York City central time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (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 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at such place as shall be determined by agreement among the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Underwriters and the Company, at 10:00 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 Representatives Underwriters and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The On the First Delivery Date, each Selling Stockholders shall cause the Custodian to Shareholder shall, severally and not jointly, deliver or cause to be delivered, on delivered certificates representing the First Delivery Date, the Selling Shareholder Firm Stock to the Representatives for the account of be sold by it to each Underwriter against payment to or upon the order of the Custodian such Selling Shareholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Underwriters shall request in writing not less than two full business days 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 Stock and each Selling Stockholders Shareholder shall make the certificates representing the Firm Stock available for inspection by the Representatives Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day Business Day prior to the First Delivery Date. The option granted in Section 3 will expire At any time on or before the 30 days after the date of this Agreement and Agreement, the option granted in Section 3 may be exercised in whole or in part from time to time by written notice being given by the Underwriters to the Company, Selling Shareholders or their respective attorneys-in-fact under the Selling Stockholders and the Custodian by the RepresentativesPowers of Attorney. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Subsequent Delivery Date” and the First Delivery Date and any Second Subsequent Delivery Date are sometimes each referred to as a “Delivery Date”). .” Delivery of and payment for the Option Stock 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 among the Representatives Underwriters and the CustodianCompany) at 10:00 A.M., New York City time, on each such Second Subsequent Delivery Date. The On each such Subsequent Delivery Date, each Selling Stockholders shall cause the Custodian to Shareholder shall, severally and not jointly, deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of be purchased on such Subsequent Delivery Date to each Underwriter against payment to or upon the order of the Custodian such Selling Shareholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Underwriters shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian each Selling Shareholder shall make the certificates representing the Option Stock available for inspection by the Representatives Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day Business Day prior to each such Second Subsequent Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The On the First Delivery Date, the Company and each Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and each Selling Stockholders Stockholder shall make the certificates representing the Firm Stock available for inspection by the Representatives in New YorkMenlo Park, New YorkCalifornia, 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 3 will expire 30 days after the date of this Agreement (the “Option Expiration Date”) and may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Option Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). .” Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Company and each Option Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Option Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Option Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives in New YorkMenlo Park, New YorkCalifornia, 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 the fourth business day if this Agreement is executed after 4:30 p.m. New York City time) or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the Representatives. If the option is exercised in part, the Underwriters shall purchase on a pro rata basis from the Company and each Selling Stockholder that number of shares of Option Stock offered by the Company and each Selling Stockholder, as the case may be, pursuant to Section 3 hereof. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 Representatives, the Company and the CustodianSelling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company and each Selling Stockholder shall deliver or cause to be delivered the certificates representing the Option Stock to be sold by them to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available fundsfunds to or upon the order of the Company, and in the case of the Selling Stockholders, to a bank account designated by the Custodian pursuant to the Irrevocable Power of Attorney and Custody Agreement. 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 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 Custodian Company and each Selling Stockholder shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxx Xxxxxxx & Xxxxxx LLPXxxxxxxx, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxxxxx & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The . On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised exercised, in whole or in part part, at any time and from time to time by time, upon written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Faegre & Xxxxxx Bxxxxx LLP, 000 Xxxxx 1000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxx, Xxxxxxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The On the First Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders or the Custodian shall make the certificates representing the Firm Stock available for inspection by the Representatives in New YorkDenver, New YorkColorado, 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders Company and the Custodian applicable Selling Stockholder by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Selling Stockholders shall cause or the Custodian to shall deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Selling Stockholders or the Custodian shall make the certificates representing the Option Stock available for inspection by the Representatives in New YorkDenver, New YorkColorado, 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Shearman & Xxxxxx LLPSterling, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at 10:00 A.M., New York City time, on the fourth third full business day following the date of this Agreement (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) or at such other date or place as shall be determined by agreement between the Representatives Lead Managers and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Lead Managers 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Lead Managers 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 3 will expire 30 days At any time, or from time to time, on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesLead Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Managers, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Lead Managers and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilLehmxx Xxxthers Inc., Gotshal & Xxxxxx LLP333 Xxxx 00xx Xxxxxx, 000 Xxxxx Xxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at XX 00000 xx 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the 7 8 option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date. 6.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilXxxx, Gotshal Weiss, Rifkind, Xxxxxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx Godward LLP, 000 Xxxxx Five Xxxx Xxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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.written

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx Goodwin Procter LLP, 000 Xxxxx Xxxxxx599 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York 10022, at 10:00 ax 00:00 A.M., New York City timeYorx Xxxx xxxx, on the fourth full business day following xx xxx xxxxxx xxxx xxxxxxxx xxx xollowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available fundsfunds to the Company or upon the order of 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. 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 Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available fundsfunds to the Company or upon the order of 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. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxx Xxxxxxx & Xxxxxx LLP, Xxxxxxxx at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxxxx 0000, 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 February 15, 2005 or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsfunds to the account specified by the Company to the Representatives. 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 Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two (2) 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M.p.m., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement and Agreement, the options granted in Section 3 hereof may be exercised exercised, in whole or in part from time to time part, by written notice being given to the Company, the Selling Stockholders Company and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a an “Second Option Delivery Date” and the First Delivery Date and any Second the Option Delivery Date Dates are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (5, or at such other place as shall be determined by agreement between the Representatives and the Custodian) Company, at 10:00 A.M.a.m., New York City time, on such Second the Option Delivery Date. The On the Option Delivery Date, the Company and the Selling Stockholders Stockholders, as applicable, shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders, as applicable, of the purchase price by wire transfer in immediately available fundsfunds to the accounts specified by the Company and the Selling Stockholders, as applicable, to the Representatives. 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 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 Custodian Company and the Selling Stockholders, as applicable, shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M.p.m., New York City time, on the business day prior to such Second the Option Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilAndrxxx & Xurtx X.X.P., Gotshal & Xxxxxx LLP, 000 Xxxxx 1717 Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxx, Xxxxx 00000, at 10:00 xx 9:00 A.M., New York City Dallas, Texas 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to herein as the “"First Delivery Date.” The " On the First Delivery Date, the applicable Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian applicable Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the applicable Selling Stockholders shall, or shall cause a custodian to, make the certificates representing the Firm Stock 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 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the options granted in Section 3 above may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the applicable Selling Stockholders by the Representatives. Exercise of these options shall be exercised pro rata among the Company and the Custodian applicable Selling Stockholders set forth in Schedule 2 hereto as determined by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 9:00 A.M., New York City Dallas, Texas time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholders and the Company, as applicable, of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian applicable Selling Stockholders and the Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxxx, Gotshal Xxxxxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Stockholder shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian Stockholder by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Company and the Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Selling Stockholder shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Clifford Chance Rogers & Xxxxxx Wells LLP, 000 Xxxxx Xxxxxx200 Park Avenue, Xxx XxxxNew York, Xxx Xxxx New Yorx 00000, at 10:00 A.M.X.X., New York City timeNxx Xxrk Citx xxxx, on the fourth full business day following xx xxx xxxxxx xxxx xxxxxxxx xxx xollowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company or the Selling Shareholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative 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 and the Selling Stockholders Shareholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative 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 3 4 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the CompanyCompany and Thermo Electron by the Representative. If the Option is exercised in part, the Selling Stockholders Underwriters shall purchase from the Company and Thermo Electron a pro rata portion, based on the Custodian number of shares of Option Stock being offered by the Representativeseach, of that number of shares of Option Stock for which such Option is being exercised pursuant to Section 4 hereof. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 6 (or at such other place as shall be determined by agreement between the Representatives Representative and the CustodianCompany or Thermo Electron, as applicable) at 10:00 A.M., New York City time, on the such Second Delivery Date. The Selling Stockholders shall cause On the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Company and Thermo Electron shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company or Thermo Electron, as applicable, of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company and Thermo Electron shall make the certificates representing the Option Stock available for inspection by the Representatives Representative 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx LLP, 000 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 Representatives Underwriters and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date"FIRST DELIVERY DATE.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company and the Custodian (on behalf of LDIG) shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Custodian Company and LDIG of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives 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 certificates for the Firm Stock, the Selling Stockholders Company and the Custodian (on behalf of LDIG) shall make the certificates representing the Firm Stock available for inspection by the Representatives 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 option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesUnderwriters. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercisedexercised (which shall be pro rata as among the Selling Stockholders selling Option Stock), the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”)"DELIVERY DATE". Delivery of and payment for the Option Stock 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 Underwriters, on the one hand, and the Company and the Custodian, on the other) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company and/or Custodian, as the case may be, shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Custodian and/or the Company, as the case may be, of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Underwriters shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company and/or Custodian, as the case may be, shall make the certificates representing the Option Stock available for inspection by the Representatives Underwriters 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilXxxx Xxxxxxx, Gotshal & P.C., 0000 Xxxxxx LLP, 000 Xxxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Selling Stockholders shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilSxxxxxx Xxxxxxx & Bxxxxxxx, Gotshal & Xxxxxx LLP, 000 Xxxxx 400 Xxxxxxxxx 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 Representatives Representative and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter Underwriter, or delivery to a securities intermediary designated by the Representative of such certificates and crediting to the Representative's securities account at such securities intermediary for the account of the several Underwriters of security entitlements in respect of the Stock, against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time on one occasion only by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Representative and the CustodianCompany) at 10:00 A.M., A.M. New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilBrobxxx, Gotshal Xxleger & Harrxxxx XXX, One Market Street, Speax Xxxxxx LLP, 000 Xxxxx XxxxxxXxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000, at xx 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 Representatives Representative and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Representative and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxxxx 0000, 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 February , 2005 or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsfunds to the account specified by the Company to the Representatives. 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 Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two (2) 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M.p.m., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days At any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement and Agreement, the options granted in Section 3 hereof may be exercised exercised, in whole or in part from time to time part, by written notice being given to the Company, the Selling Stockholders Company and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second (2nd) business day after the date on which the option options shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a an “Second Option Delivery Date” and the First Delivery Date and any Second the Option Delivery Date Dates are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (5, or at such other place as shall be determined by agreement between the Representatives and the Custodian) Company, at 10:00 A.M.a.m., New York City time, on such Second the Option Delivery Date. The On the Option Delivery Date, the Company and the Selling Stockholders Stockholders, as applicable, shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders, as applicable, of the purchase price by wire transfer in immediately available fundsfunds to the accounts specified by the Company and the Selling Stockholders, as applicable, to the Representatives. 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 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 Custodian Company and the Selling Stockholders, as applicable, shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M.p.m., New York City time, on the business day prior to such Second the Option Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx Gxxxxxx Procter LLP, 000 Xxxxx 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, Delivery of the Firm Stock shall be registered in such names and in such denominations as made through the facilities of the DTC unless 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 Selling Stockholders shall make the certificates representing the Firm Stock 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 Dateotherwise instruct. The option granted by the Company in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The Each date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Subsequent Delivery Date” and the First Delivery Date and any Second Subsequent Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the Custodian) at 10:00 A.M., New York City time, on each such Second Subsequent Delivery Date. The Selling Stockholders On such Subsequent Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to be purchased on such Subsequent Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, Delivery of the Option Stock shall be registered in such names and in such denominations as made through the facilities of the DTC unless 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 Custodian shall make the certificates representing the Option Stock 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 Dateotherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time time, but in no event more than twice, by written notice being given to the Company, the Selling Stockholders Company and the Custodian MDCP II by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, MDCP II shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian MDCP II of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian MDCP II shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxxxxx & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available fundsfunds to a bank account designated by the Company and a bank account designated by 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. 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 and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 Representatives, the Company and the CustodianSelling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Selling Stockholders shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Brothers Inc. 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer of federal (same-day) funds to an account or accounts previously designated in immediately available fundswriting to Xxxxxx Brothers Inc. 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. 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 Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer of federal (same-day) funds to an account or accounts previously designated in immediately available fundswriting to Xxxxxx Brothers Inc. 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. 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 Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New YorkXxx Xxxx, New YorkXxx Xxxx, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock The Closing shall be made held at the offices of WeilCravath, Gotshal Swaine & Xxxxxx LLPXxxxx, 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"FIRST DELIVERY DATE". On the First Delivery Date.” The , the Company and the Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing to the Company and the Selling Stockholder 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 and the Selling Stockholders Stockholder shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). "DELIVERY DATE." Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilXxxxxxxxx Traurig, Gotshal & Xxxxxx LLP, The Met Life Building, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 A.M.a.m., New York City time, on the fourth full business day next following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes hereinafter referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M.p.m., New York City time, on the business day prior to next preceding the First Delivery Date. The At any time on or before the 30th day after the date of this Agreement the option granted in Section 3 2 (which will expire 30 days after the date of this Agreement and Agreement) may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and with a copy to the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this such date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianSelling Stockholders) at 10:00 A.M.a.m., New York City time, on such the Second Delivery Date. The On the Second Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M.p.m., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilLehmxx Xxxthers Inc., Gotshal & Xxxxxx LLP, 000 Xxxxx Three World Finaxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at xx 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer of federal same-day funds to an account or accounts previously designated in immediately available fundswriting to Lehmxx Xxxthers Inc. 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. 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 Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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 fourth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer of federal same-day funds to an account or accounts previously designated to Lehmxx Xxxthers Inc. in immediately available fundswriting 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. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilXxxxxx, Gotshal Xxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"FIRST DELIVERY DATE." On the First Delivery Date.” The , the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”)"DELIVERY DATE". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Selling Stockholders shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal White & Xxxxxx Case LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"FIRST DELIVERY DATE." On the First Delivery Date.” The Selling Stockholders , the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”)"DELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Gotshal & Xxxxxx LLPP.C., 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx, 00000, at 10:00 A.M., New York City time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsfunds to 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 obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices New York office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time but in no event more than twice, by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of security entitlements with respect to and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Selling Stockholders who are selling the Option Stock shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the security entitlements with respect to the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian such Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil_______________________, Gotshal & Xxxxxx LLP____________________, 000 Xxxxx Xxxxxx______, Xxx XxxxNew York, Xxx Xxxx 00000NY, at 10:00 A.M., New York City time, on the fourth third (3rd) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter through the facilities of the Depository Trust Company ("DTC") against payment to or upon the order of the Custodian Company of the purchase price therefor by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be and have been registered in such names and in such denominations as the Representatives shall request in writing not less than two (2) 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives at the office of DTC or its designated custodian (the "Designated Office") 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter through the facilities of DTC against payment to or upon the order of the Custodian Company of the purchase price therefor by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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.at the

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxxx Xxxxxxx & Xxxxxxxx, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York City time, on the fourth third full business day (unless otherwise required by the Commission pursuant to Rule 15c6-1 of the Exchange Act) following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available 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 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 Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian Stockholder by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The On the Second Delivery Date, the Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholder of the purchase price by wire transfer in immediately available 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 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 Custodian Selling Stockholder shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxxx Xxxxxxx & Xxxxxx LLPXxxxxxxx, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilWilson, Gotshal Sonsini, Xxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. (a) Delivery of certificates for the shares of the Underwritten Stock and the Option Stock (if the option granted by Section 3(c) hereof shall have been exercised not later than 7:00 A.M., San Francisco time, on the date two business days preceding the Closing Date), and payment for the Firm Stock therefor, shall be made at the office of Dykexx Xxxsxxx XXXC , Bloomfield Hills, Michigan, at 7:00 a.m., San Francisco time, on the fourth business day after the date of this Agreement, or at such time on such other day, not later than seven full business days after such fourth business day, as shall be agreed upon in writing by the Company and you. The date and hour of such delivery and payment (which may be postponed as provided in Section 3(b) hereof) are herein called the Closing Date. (b) If the option granted by Section 3(c) hereof shall be exercised after 7:00 a.m., San Francisco time, on the date two business days preceding the Closing Date, delivery of certificates for the shares of Option Stock, and payment therefor, shall be made at the office of Dykexx Xxxsxxx XXXC , Bloomfield Hills, Michigan, at 7:00 a.m., San Francisco time, on the third business day after the exercise of such option. (c) Payment for the Stock purchased from the Company shall be made to the Company or its order by one or more certified or official bank check or checks in same day funds. Such payment shall be made upon delivery of certificates for the Stock to you for the respective accounts of the several Underwriters against receipt therefor signed by you. Certificates for the Stock to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least one business day before the Closing Date, in the case of Underwritten Stock, and at least one business day prior to the purchase thereof, in the case of the Option Stock. Such certificates will be made available to the Underwriters for inspection, checking and packaging at the offices of WeilLewco 7 8 Securities Corporation, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx2 Brxxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 xx the business day prior to the Closing Date or, at 10:00 A.M.in the case of the Option Stock, by 3:00 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 Representatives and the Selling Stockholders. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after preceding the date of this Agreement purchase. It is understood that you, individually and not on behalf of the Underwriters, may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time (but shall not be earlier than obligated to) make payment to the First Delivery Company for shares to be purchased by any Underwriter whose check shall not have been received by you on the Closing Date nor earlier than the second business day after the or any later 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock 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 Custodian) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives is purchased for the account of each such Underwriter. Any such payment by you shall not relieve such Underwriter against payment to or upon the order from any of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter its obligations hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Date6.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxx, Gotshal Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000 Xxxxxx LLP, 000 Xxxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, 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 Representatives and the Selling Stockholders. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian each Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time prior to such expiration by written notice being given to the Company, the Company and each Selling Stockholders and the Custodian Stockholder by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued sold and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock 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 Representatives, the Company and the CustodianSelling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, each Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian each Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. 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 Custodian Selling Stockholders shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilCravath, Gotshal Swaine & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives Representative and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, the Firm Stock to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives Representative may request upon at least forty-eight hours prior notice to the Company shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company (“DTC”), for the account of each such Underwriter, against the payment by or on behalf of such Underwriter against payment to or upon the order of the Custodian of the purchase price therefore by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representative at least forty-eight hours in immediately available fundsadvance. 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 deliveryIf necessary, 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 for the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make Company will cause the certificates representing the Firm Stock to be made 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 at least twenty-four hours prior to the First Delivery Datetime of delivery with respect thereto at the office of DTC or its designated custodian. The option granted in Section 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Subsequent Delivery Date” and the First Delivery Date and any Second Subsequent Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery In the event that any or all of the Option Stock is purchased by the Underwriters, delivery of and payment for the such Option Stock shall be made at the place and in the manner specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Representative and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Subsequent Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For If necessary, for the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian shall make Company will cause the certificates representing the Option Stock to be made 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 at least twenty-four hours prior to such Second Delivery Datethe time of delivery with respect thereto at the office of DTC or its designated custodian.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, [ ] at 10:00 A.M., New York City time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. If the option is exercised in part, the Underwriters shall purchase on a pro rata basis from the Company that number of shares of Option Stock offered by the Company pursuant to Section 2 hereof. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than (but may be at the same time as) the First Delivery Date nor earlier than the second full business day after the date on which the option shall have been exercised unless agreed to by the parties nor later than the fifth full business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). .” Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available fundsfunds to or upon the order of 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. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilWilson, Gotshal Sonsini, Goodxxxx & Xxxxxx LLPXosaxx, 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx 00000Xxxx, at Xxxxxxxxxx, xxt later than 10:00 A.M., New York City local time, on the fourth [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 Representatives Underwriters and the Selling StockholdersShareholder. This date and time are sometimes referred to as the “First "Delivery Date.” The " On the Delivery Date, the Selling Stockholders Shareholder shall cause the Custodian to deliver or cause to be delivered, on delivered certificates representing the First Delivery Date, the Firm Stock to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Custodian Selling Shareholder of the purchase price by wire transfer payable in immediately available funds to an account designated in writing by the Selling Shareholder; provided that the amount of such payment shall be reduced by one days' interest on the amount of gross proceeds at the Fed funds rate (the Underwriters' cost of borrowing such funds) plus any other expenses associated with suc payment of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives 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 certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives 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 option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock 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 Custodian) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Gotshal & Xxxxxx LLPP.C., 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx 00000Xxxx, Xxxxxxxxxx 00000 at 10:00 7:00 A.M., New York City California time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsfunds to 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 obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 7:00 A.M., New York City California time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxxx Xxxxxxx & Xxxxxx LLPXxxxxxxx, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and each Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and such Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and each Selling Stockholders Stockholder shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Option Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. In the event that the option granted in Section 3 is not exercised by the Underwriters in full, the Underwriters shall first purchase from each Selling Stockholder identified as a management stockholder (the "Management Stockholders") in Schedule 2 hereto a pro rata number of shares of Option Stock, based on the number of shares of Option Stock set forth opposite such Management Stockholder's name in Schedule 2 hereto, and then purchase the remaining Option Stock, if any, from each remaining Option Stockholder on a pro rata basis based on the number of shares of Option Stock set forth opposite such Option Stockholder's name in Schedule 2 hereto. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second "Subsequent Delivery Date” " and the First Delivery Date and any Second Subsequent Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on each such Second Subsequent Delivery Date. The On each such Subsequent Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to be purchased on such Subsequent Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian such Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian each Selling Stockholder shall make the certificates representing the Option Stock 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 Second Subsequent Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement , 2004 or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsfunds to the account specified by the Company to the Representatives. 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 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 Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 will shall expire 30 45 days after the date of this Agreement and may be exercised in whole or in part from time to time on one occasion by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the Representatives. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective shares of Option Stock obtained by multiplying the number of shares of Option Stock specified in such note by a fraction, the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule 1 hereto under the caption "Number of Shares of Option Stock to be Sold" and the denominator of which is the total number of shares of Option Stock. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” and the ." The First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on the first sentence of the first paragraph of this Section 5 (Second Delivery Date or at such other place as shall be determined by agreement between the Representatives and the Custodian) at 10:00 A.M., New York City time, on such Company. On the Second Delivery Date. The , the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to be purchased on the Second Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available fundsfunds to the accounts specified by the Selling Stockholders to the Representatives. 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 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 Custodian Selling Stockholders shall make the certificates representing the Option Stock 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 each the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilAndrews & Kurth L.L.P., Gotshal & Xxxxxx LLP600 Travis, 000 Suite 4200, Houston, Texas 77000, xx 9:00 X.X., Houstox, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City timexxxx, 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 Representatives Underwriter, the Selling Stockholders and the Selling StockholdersCompany. This date and time are sometimes referred to herein as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Underwriter for the account of each the Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Underwriter 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 Selling Stockholders shall, or shall cause a custodian to, make the certificates representing the Firm Stock available for inspection by the Representatives Underwriter 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 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and Agreement, the options granted in Section 3 above may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the RepresentativesUnderwriter. Exercise of these options shall be exercised pro rata among the Selling Stockholders set forth in Schedule 2 hereto as determined by the Underwriter. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is options are being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 Underwriter, the Selling Stockholders and the CustodianCompany) at 10:00 9:00 A.M., New York City Dallas, Texas time, on such the Second Delivery Date. The On the Second Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives Underwriter for the account of each the Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Underwriter shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives Underwriter in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx LLPXxxxx Xxxxx L.L.P., 000 Xxxxx XxxxxxXxxxxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx 00000Xxxxx, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement April 24, 2000 or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date" and the date of the First Delivery Date is sometimes referred to as the "Closing Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilMilbank, Gotshal Tweed, Xxxxxx & Xxxxxx XxXxxx LLP, 000 0 Xxxxx XxxxxxXxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil[Skadden, Gotshal Arps, Slate, Meagxxx & Xxxxxx LLPXlom XXX, 000 Xxxxx XxxxxxFour Times Square, Xxx XxxxNew York, Xxx Xxxx 00000New York], 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in certified or official bank check or checks payable in [modify here and elsewhere in this section, if appropriate -- New York] Clearing House (next-day) funds. [if same day funds are required by the issuer, replace "New York Clearing House (next-day) funds" with the following -- immediately available funds;. provided, that the amount of such payment shall be reduced by one days' interest on the amount of gross proceeds at the Underwriters' cost of borrowing such funds plus any other expenses associated with such payment of immediately available funds.] Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock 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 Custodian) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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.and

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxx & Xxxxxx LLPXxxxxxx, 000 Xxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxx & Xxxxxx LLPXxxxxxx, 000 Xxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, 00000 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Xxxxxx Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Xxxxxx Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Xxxxxx Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Selling Stockholders shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilXxxxxxx, Gotshal Xxxxxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxx XxxxX.X., Xxx Xxxx Xxxxx 000, Xxxxxxxxxx, X.X. 00000, at 10:00 A.M., New York City Washington, D.C. 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City Washington, D.C. time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Simpxxx Xxxxxxx & Xxxxxx LLP, 000 Xxxxx Xartxxxx xx 425 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at xx 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 Representatives and the Selling Stockholders. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer certified or official bank check or checks payable in immediately available 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 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 Selling Stockholders shall make the certificates representing the Firm Stock 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. (The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, _________ shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian __________ of the purchase price by wire transfer certified or official bank check or checks payable in immediately available 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 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 Custodian shall make the certificates representing the Option Stock 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.each

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilHogax & Xartxxx X.X.P., Gotshal & Xxxxxx LLP1800 Xxxxxxxx, 000 Xxxxx Xxxxxx000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000, at xx 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilSkadden, Gotshal Arps, Slate, Xxxxxxx & Xxxxxx Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxx, Gotshal Xxxxxxx & Xxxxxx Xxxxxxxxx, LLP, 000 Xxxxx Xxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York City Eastern time, on the fourth third full business day (unless otherwise required by the Commission pursuant to Rule 15c6-1 of the Exchange Act) following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available 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 U.S. Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City Eastern time, on the business day prior to the First Delivery Date. The option granted in Section 3 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 in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available 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 U.S. Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx Pillsbury Winthrop LLP, 000 Xxxxx 00 Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxx Brothers Inc., Gotshal & Xxxxxx LLP, 000 Xxxxx Three World Xxxxxxxxx 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 Representatives Underwriters and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives 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 certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives 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 option granted in Section 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and (or, if such thirtieth day shall be a Saturday, Sunday or holiday, on the next business day) the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesUnderwriters. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Underwriters and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Underwriters shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock Shares shall be made at the offices office of Weil, Gotshal O'Melveny & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxx, Xxxxxxxxxx 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date"FIRST DELIVERY DATE.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company and the Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Stock Shares to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholder of the purchase price by wire transfer certified or official bank check or checks payable in immediately available New York Clearing House (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 Stock 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. For the purpose of expediting the checking and packaging of the certificates for the Firm StockShares, the Company and the Selling Stockholders Stockholder shall make the certificates representing the Firm Stock 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, and from time to time, on or before the 30th day after the date of this Agreement, the option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised exercised, in whole or in part from time to time part, by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock Shares as to which the option is being exercised, the names in which the shares of Option Stock Shares are to be registered, the denominations in which the shares of Option Stock Shares are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock Shares are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be (i) earlier than the 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. The date dates and time times the shares of Option Stock Shares are delivered are sometimes referred to as a “Second Delivery Date” the "OPTION DELIVERY DATE" and the First Delivery Date and any Second the Option Delivery Date are sometimes each referred to as a “Delivery Date”"DELIVERY DATE"). Delivery of and payment for the Option Stock Shares 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second the Option Delivery Date. The Selling Stockholders On the Option Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock Shares to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available New York Clearing House (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 Stock Shares 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 StockShares, the Custodian Company shall make the certificates representing the Option Stock 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 the Option Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilSimpson Thacher & Bartlett, Gotshal & Xxxxxx LLP, 000 Xxxxx 425 Lexington Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M.xx 00:00 X.X., New York City timeXxx Xxxx Xxxx xxxx, on the fourth full business day following xx xxx xxxxx xxxx xxxxxxxx xxx xxllowing the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date"FIRST DELIVERY DATE.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”)"DELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Representative and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx Godward LLP, 000 Xxxxx XxxxxxFive Palo Alto Square, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx 00000Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on the fourth [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 Representatives Lead Managers and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Lead Managers 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Lead Managers 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesLead Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Managers, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Lead Managers and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter International Manager hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Lead Managers 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilO'Melveny & Myerx XXX, Gotshal & Xxxxxx LLP153 Xxxx 00xx Xxxxxx, 000 Xxxxx Xxxxxx00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at xx 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weilcounsel for the Representative, Gotshal Mound, Cotton & Xxxxxx LLPXxxxxx, 000 Xxxxx Xxxxxxat Xxx Xxxxxxx Xxxx Xxxxx, 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 Representatives Representative and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer bank wire, certified or official bank check or checks payable in immediately available New York Clearing House (same-day) funds. In making payment to the Company, the Representative may first deduct all sums due to it for the balance of the non-accountable expense allowance and under the Financial Consulting Agreement entered into between the Company and Representative in November 1996. 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 deliveryOn the First Delivery Date, the Company shall deliver in respect of the Firm Stock shall be one certificate evidencing all of the shares of such series of securities being sold on the First Delivery Date registered in such names and the name of _____________________, as nominee for The Depository Trust Company ("DTC"). Interests in such denominations the Firm Stock will be represented by book entries on the records of DTC as the Representatives shall Underwriters may request in writing not less than two full business days prior to in advance of the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative 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 3 will expire 30 days At any time on or before the forty-fifth day after the date of this Agreement and the option granted in Section 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Representative and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer bank wire, certified or official bank check or checks payable in immediately available New York Clearing House (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 deliveryOn the Second Delivery Date, the Company shall deliver in respect of the Option Stock shall be one certificate evidencing all of the shares of such series of securities being sold on the Second Delivery Date registered in such names and in such denominations the manme of _______________as the Representatives shall request in the aforesaid written noticenominee for DTC. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered security entitlements with respect to the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered security entitlements with respect to the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilXxxxxxx, Gotshal Xxxxxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxx XxxxX.X., Xxx Xxxx Xxxxx 000, Xxxxxxxxxx, X.X. 00000, at 10:00 A.M., New York City Washington, D.C. 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City Washington, D.C. time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilShearman & Sterling, Gotshal & Xxxxxx LLP599 Lexington Avenue, 000 Xxxxx XxxxxxNew York, Xxx XxxxNew Yxxx, xx 00:00 X.X., Xxx Xxxx 00000, at 10:00 A.M., New York City timeXxxx xxxx, on the fourth third full business day following the date of this Agreement (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders Stockholder shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company and the Custodian shall make the certificates representing the Firm Stock 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given by the Representatives to the Company, the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 and the Custodian shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilGibsxx, Gotshal Xxnn & Xxxxxx LLPXrutxxxx XXX, 000 Xxxxx XxxxxxOne Montxxxxxx Xxxeet, Telesis Tower, 26th Xxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx, 00000, at xx 10:00 A.M., New York City time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by certified or official bank check or checks or wire transfer payable in immediately available funds; provided, that the amount of such payment shall be reduced by one days' interest on the amount of gross proceeds at the Underwriters' cost of borrowing such funds plus any other expenses associated with such payment of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by certified or official bank check or checks or wire transfer payable in immediately available funds. Time ; provided, that the amount of such payment 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 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 Custodian shall make the certificates representing the Option Stock 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.be

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 6 (or at such other place as shall be determined by agreement between the Representatives and the Custodian) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause On such Second Delivery Date, the Custodian to shall deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx Godward LLP, 000 Xxxxx Five Xxxx Xxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, at 10:00 9:00 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 9:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxxxx Chance Xxxxxx & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"FIRST DELIVERY DATE." On the First Delivery Date.” The Selling Stockholders , the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). "DELIVERY DATE." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxxx Xxxxxxx & Xxxxxx LLPXxxxxxxx, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, Stock the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, Custodian (on behalf of the Selling Stockholders Shareholders) and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCustodian (on behalf of the Selling Shareholders) or the Representatives and the Company, as the case may be, at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, each Selling Stockholders Shareholder or the Company, as the case may be, shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock owned by it to the Representatives for the account of each Underwriter against payment to or upon the order of such Selling Shareholder or the Custodian Company, as the case may be, of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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, each Selling Shareholder or the Custodian Company, as the case may be, shall make the certificates representing the Option Stock owned by it 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Initial Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives to or upon the order of the Custodian Company of the respective aggregate purchase prices of the Firm Stock being sold by the Company of the purchase price by wire transfer in immediately available fundsfunds 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. Upon deliveryUnless the Representatives shall otherwise instruct, the Company shall issue the Firm Stock by means of the execution of a deed of share issue governed by the laws of The Netherlands, as a result of which the Firm Stock shall be registered in such names and in such denominations the name of Cede & Co., as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For nominee of The Depositary Trust Company (“DTC”) for the purpose of expediting administering the checking and packaging same through the facilities of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 DateDTC. The option granted in Section 3 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, the Selling Stockholders and the Custodian Company by the Representatives; 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 Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First 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. The Each date and time the shares of Option Stock are delivered are is sometimes referred to as a an “Second Option Stock Delivery Date,” and the First Initial Delivery Date and any Second Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”). .” Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, at the place offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002, on the date specified in the first sentence of corresponding notice described in the first preceding paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Custodian) at 10:00 A.M., New York City time, on such Second Company. On the Option Stock Delivery Date. The Selling Stockholders , the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Option Stock being sold by the Company to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsfunds 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. Upon deliveryUnless the Representatives shall otherwise instruct, the Company shall issue the Option Stock by means of the execution of a deed of share issue governed by the laws of The Netherlands, as a result of which the Option Stock shall be registered in such names and in such denominations the name of Cede & Co., as the Representatives shall request in the aforesaid written notice. For nominee of DTC for the purpose of expediting administering the checking and packaging same through the facilities of the certificates for the Option Stock, the Custodian shall make the certificates representing the Option Stock 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 DateDTC.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx Clifford Chance US LLP, 000 Xxxxx Xxxxxx200 Park Avenue, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M.New York, New York City time10166, on the fourth full business day at 00:00 X.M., New York Cixx xxxx, xx xxx xxxxxx xxxx xxxxxxxx xxx following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"FIRST DELIVERY DATE." On the First Delivery Date.” The , the Company and the Selling Stockholders Shareholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Shareholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders Shareholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Shareholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”)"DELIVERY DATE". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, each Selling Stockholders Shareholder shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian each Selling Shareholder of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Selling Shareholders shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at such place as shall be determined by agreement between the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Company and you 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 Representatives Company and the Selling Stockholdersyou. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter you against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check payable in immediately available New 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 your obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives you 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives you 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 3 will expire 30 days At any time on or before the 30th day after the date of this Agreement and (or, if such 30th day shall be a Saturday, Sunday or holiday, on the next business day) the option granted in Sec- tion 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representativesyou. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representativesyou, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 Company and the Custodian) you at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates repre- senting the Option Stock to the Representatives for the account of each Underwriter you against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check payable in immediately available New 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 your obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives you shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives you in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). .” Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx LLPMangxx XXX, 000 767 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at xx 10:00 A.M., New York City time, on the fourth third full business day following the date of this Agreement or the fourth business day if this Agreement is executed after 4:30 p.m. New York City time or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilCravath, Gotshal Swaine & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives Xxxxxx and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, the Firm Stock to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxx may request upon at least forty-eight hours prior notice to the Representatives Company and the Selling Shareholders shall be delivered by or on behalf of the Selling Shareholders to Xxxxxx through the facilities of the Depository Trust Company (“DTC”), for the account of each such Underwriter, against the payment by or on behalf of such Underwriter against payment to or upon the order of the Custodian of the purchase price therefore by wire transfer of Federal (same-day) funds to the account specified by the Selling Shareholders to Xxxxxx at least forty-eight hours in immediately available fundsadvance. 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 deliveryIf necessary, 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 for the purpose of expediting the checking and packaging of the certificates certificates, if any, for the Firm Stock, the Selling Stockholders shall make Shareholders will cause the certificates certificates, if any, representing the Firm Stock to be made 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 at least twenty-four hours prior to the First Delivery Datetime of delivery with respect thereto at the office of DTC or its designated custodian. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian Shareholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesXxxxxx, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Subsequent Delivery Date” and the First Delivery Date and any Second Subsequent Delivery Date are sometimes each referred to as a “Delivery Date”). Delivery In the event that any or all of the Option Stock is purchased by the Underwriters, delivery of and payment for the such Option Stock shall be made at the place and in the manner 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 Xxxxxx and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Subsequent Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Xxxxxx shall request in the aforesaid written notice. For If necessary, for the purpose of expediting the checking and packaging of the certificates certificates, if any, for the Option Stock, the Custodian shall make Selling Shareholders will cause the certificates certificates, if any, representing the Option Stock to be made 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 at least twenty-four hours prior to such Second Delivery Datethe time of delivery with respect thereto at the office of DTC or its designated custodian.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Gotshal & Xxxxxx LLPP.C., 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx 00000Xxxx, Xxxxxxxxxx 00000 at 10:00 7:00 A.M., New York City California 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available fundsfunds to bank accounts designated by the Company 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. 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 and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 7:00 A.M., New York City California time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxx Xxxxxxx & Xxxxxx LLP, Xxxxxxxx at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, at 10:00 A.M., New York City time, on the fourth third (fourth, if pricing occurs after 4:30 p.m. New York City time) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Lead Managers and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundstransfer. 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 International Manager hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Lead Managers 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Lead Managers 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 3 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 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesLead Managers. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Managers, when the shares of the Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Lead Managers and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundstransfer. 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 International Manager hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxx, Gotshal Xxxxx & Xxxxxx Xxxxxxx LLP, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York City time, on the fourth [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 Representatives Representative and the Selling StockholdersCompany, except that physical delivery of such certificates shall be made at the office of the Depository Trust Company, 00 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in of immediately available fundsfunds to such accounts as the Company shall designate in writing, at least 48 hours in advance of such 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 Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Representative 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 Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives Representative at the office of the Depository Trust Company, 00 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location specified by you in New York, New Yorkwriting at least 48 hours prior to such Delivery Date), 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 3 will expire 30 days At any time on or before the thirtieth day after the date of this Agreement and (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the AMEX is open for trading) the option granted in Section 3 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Principal Shareholder by the RepresentativesRepresentative. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. In the event the Underwriters elect to purchase all or a portion of the Option Stock, the Company and the Principal Shareholder agree to furnish or cause to be furnished to the Underwriters all of the certificates, letters and opinions, and to satisfy all of the other conditions set forth in Section 9 hereof (excluding paragraphs (e) and (k) thereof) at each Delivery Date (as hereinafter defined). (The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). .") Delivery of and payment for the Option Stock 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 Representative and the CustodianPrincipal Shareholder) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Principal Shareholder shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the Custodian Principal Shareholder of the purchase price by wire transfer in of immediately available fundsfunds to such account as the Principal Shareholder shall designate in writing at least 48 hours in advance of such 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 Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Representative shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Principal Shareholder shall make the certificates representing the Option Stock available for inspection by the Representatives Representative at the office of the Depository Trust Company, 00 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location specified by you in New York, New Yorkwriting at least 48 hours prior to such Delivery Date), not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock Securities shall be made at the offices office of WeilCravath, Gotshal Swaine & Xxxxxx LLPXxxxx, Worldwide Plaza, 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, 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 Representatives Underwriters and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock Securities to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, essence (except that the Company will not be responsible for any delay resulting from any action or inaction of any Underwriter) and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter hereunder. Upon delivery, the Firm Stock Securities shall be registered in such names and in such denominations as the Representatives 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 certificates for the Firm StockSecurities, the Selling Stockholders Company shall make the certificates representing the Firm Stock Securities available for inspection by the Representatives 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 option granted in Section 3 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 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the RepresentativesUnderwriters. Such notice shall set forth the aggregate number of shares of Option Stock Securities as to which the option is being exercised, the names in which the shares of Option Stock Securities are to be registered, the denominations in which the shares of Option Stock Securities are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the shares of Option Stock Securities are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock Securities are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives Underwriters and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock Securities to the Representatives Underwriters for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essenceessence (except that the Company will not be responsible for any delay resulting from any action or inaction of any Underwriter), and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter hereunder. Upon delivery, the Option Stock Securities shall be registered in such names and in such denominations as the Representatives Underwriters shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option StockSecurities, the Custodian Company shall make the certificates representing the Option Stock Securities available for inspection by the Representatives Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilCravath, Gotshal Swaine & Xxxxxx LLPXxxxx, Worldwide Plaza, 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available New York Clearing House (next-day) funds. Time shall be of the essence, essence (except that the Company will not be responsible for any delay resulting from any action or inaction of any U.S. Underwriter or International Manager) and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each U.S. Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer certified or official bank check or checks payable in immediately available New York Clearing House (next-day) funds. Time shall be of the essenceessence (except that the Company will not be responsible for any delay resulting from any action or inaction of any U.S. Underwriter or International Manager), and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each U.S. Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Gotshal & Xxxxxx LLPProfessional Corporation, 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx 00000, -0000 at 10:00 A.M., New York City time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer or certified or official bank check in immediately available 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 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 Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 2 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer or certified or official bank check in immediately available 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 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilBrobxxx, Gotshal Xxleger & Xxxxxx LLPHarrxxxx XXX, 000 Xxxxx 38 Txxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, at xx [10:00 A.M., New York City time], on the fourth (4th) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two (2) 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 Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the U.S. Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the U.S. Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second (2nd) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the U.S. Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to 10 the U.S. Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the U.S. 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 Custodian Company shall make the certificates representing the Option Stock available for inspection by the U.S. 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilVenture Law Group, Gotshal & Xxxxxx LLP0000 Xxxxxxxx Xxxxx Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 at 10:00 7:00 A.M., New York City Seattle 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter through the Depository Trust Company ("DTC") against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives at the office of DTC 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; providedPROVIDED, howeverHOWEVER, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”"). Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 7:00 A.M., New York City Seattle time, on the such Second Delivery Date. The Selling Stockholders On the such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter through DTC against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives at the office of DTC in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilHogan & Hartson L.L.P., Gotshal & Xxxxxx LLP1800 Broadway, 000 Xxxxx XxxxxxSuite 200, Xxx XxxxBoulder, Xxx Xxxx 00000Colorado 80000, at 10:00 A.M.00:00 X.M., New York City timeXxxx Xxxx xxxx, on the fourth full business day xx xxx [xxxxxx] xxxx xxxxxxxx xxx following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianSelling Stockholders) at 10:00 A.M., New York City time, on such Second Delivery Date. The On such Second Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Selling Stockholders shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilXxxxxx, Gotshal Xxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxx & Xxxxxx Xxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, at 10:00 A.M., New York City time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"FIRST DELIVERY DATE." On the First Delivery Date.” The Selling Stockholders , the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock available for inspection by the Representatives in New YorkMenlo Park, New YorkCalifornia, 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”). "DELIVERY DATE." Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock available for inspection by the Representatives in New YorkMenlo Park, New YorkCalifornia, 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxxx and Xxxxxx, Xxx XxxxChicago, Xxx Xxxx 00000, Illinois at 10:00 9:00 A.M., New York City central 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 Representatives and the Selling StockholdersCompany. This Such date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Company and the Selling Stockholders Shareholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Shareholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (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 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 and the Selling Stockholders Shareholders shall make the certificates representing the Firm Stock 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this such date and time shall not be earlier than the First Delivery Date nor earlier than the second full 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 9:00 A.M., New York City central time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (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 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxx Xxxxxxx & Xxxxxx LLP, Xxxxxxxx at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, 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 Representatives Lead Managers and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on " On the First Delivery Date, the Company and the Selling Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price (net of the commission provided for in the last paragraph of Section 3) by wire transfer certified or official bank check or checks payable in immediately available (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 International Manager hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Lead Managers 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 and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Lead Managers 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 3 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 3 may be exercised in whole or in part from time to time by written notice being given to the Company, Company and the Selling Stockholders and the Custodian by the RepresentativesLead Manager. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the RepresentativesLead Manager, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 Lead Managers and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The On the Second Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives Lead Managers for the account of each Underwriter International Manager against payment to or upon the order of the Custodian Company and the Selling Stockholders, as the case may be, of the purchase price (net of the commission provided for in the last paragraph of Section 3) by wire transfer certified or official bank check or checks payable in immediately available (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 International Manager hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives Lead Managers shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Custodian Company and the Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives Lead Managers in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such the Second Delivery Date. On each Delivery Date, the Company and the Selling Stockholders will pay the commission payable on such Delivery Date to the International Managers under the last paragraph of Section 3. The Company and the Selling Stockholders hereby authorize the Lead Manager, in order to effect such payment, to deduct from the purchase price payable to the Company and the Selling Stockholders in exchange for the Stock sold on such date an amount equal to such commission, calculated in accordance with the last paragraph of Section 3.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxxxxx & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The Selling Stockholders . On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in of immediately available fundsfunds to 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 obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The Selling Stockholders On the Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsfunds to 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 obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of WeilCleary, Gotshal Gottlieb, Xxxxx & Xxxxxx LLPXxxxxxxx, 000 Xxxxx XxxxxxXxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M.a.m., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of WeilXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Gotshal & Xxxxxx LLPProfessional Corporation, 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx 00000, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The Selling Stockholders " On the First Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available fundsto an account designated by the Company. Time shall be of the essence, and delivery of the Firm Stock at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter to purchase the Firm Stock hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 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 in part from time to time part, but only once, by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices office of Weil, Gotshal Xxxxxxxxxx & Xxxxxx Xxxxx LLP, 000 Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “First Delivery Date.” The . On the First Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives in New YorkXxx Xxxx, New YorkXxx Xxxx, 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “the "Second Delivery Date” " and the First Delivery Date and any the Second Delivery Date are sometimes each referred to as a “"Delivery Date”). ." Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such the Second Delivery Date. The On the Second Delivery Date, the Company and the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company and the Selling Stockholders shall make the certificates representing the Option Stock 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment ------------------------------------- for the Firm Stock shall be made at the offices office of WeilMilbank, Gotshal Tweed, Xxxxxx & Xxxxxx LLP, 000 Xxxxx XxxxxxXxXxxx, Xxx XxxxXxxxx Xxxxxxxxx Plaza, Xxx Xxxx 00000New York, NY 10005, at 10:00 A.M., New York City time, on the fourth [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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"First Delivery Date.” The " On the First Delivery Date, the Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Selling Stockholders of the purchase price by wire transfer in immediately available funds, net of any payments to the Company in immediately available funds to be effected by wire transfer to the Company on the First Delivery Date pursuant to an instruction delivered by the Company and the Selling Stockholders to the Representatives with respect to (i) the exercise price due the Company in connection with the exercise of options that give rise to the Firm Stock being sold on the First Delivery Date and (ii) amounts required to be withheld by the Company in respect of taxes due as a result of such exercise of options and sale of Firm Stock. 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 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 Selling Stockholders shall make the certificates representing the Firm Stock 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 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “"Second Delivery Date” " and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “"Delivery Date”)". Delivery of and payment for the Option Stock 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 CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders On such Second Delivery Date, the Company shall cause the Custodian to deliver or cause to be delivered, on such Second Delivery Date, delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. 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 Custodian Company shall make the certificates representing the Option Stock 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 Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Weil, Gotshal & Xxxxxx Coudert Brothers LLP, 000 Xxxxx Xxxxxx1114 Avenue of the Americas, Xxx XxxxNew York, Xxx Xxxx 00000New York, 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 Representatives and the Selling StockholdersCompany. This date and time are sometimes referred to as the “"FIRST DELIVERY DATE." On the First Delivery Date.” The Selling Stockholders , the Company shall cause the Custodian to deliver or cause to be delivered, on the First Delivery Date, delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Selling Stockholders Company shall make the certificates representing the Firm Stock 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 3 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company, the Selling Stockholders and the Custodian Company by the U.S. Representatives. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the U.S. Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the 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. The date and time the shares of Option Stock are delivered are sometimes referred to as a “Second Delivery Date” "SECOND DELIVERY DATE" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a “Delivery Date”)"DELIVERY DATE". Delivery of and payment for the Option Stock shall be made at the place specified in the first sentence of the first paragraph of this Section 5 4 (or at such other place as shall be determined by agreement between the U.S. Representatives and the CustodianCompany) at 10:00 A.M., New York City time, on such Second Delivery Date. The Selling Stockholders shall cause the Custodian to deliver or cause to be delivered, on On such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock to the U.S. Representatives for the account of each U.S. Underwriter against payment to or upon the order of the Custodian Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the U.S. 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 Custodian Company shall make the certificates representing the Option Stock available for inspection by the U.S. 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.