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 office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 A.M., 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 Company. Such date and time are sometimes referred to as the "First Delivery Date." 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 for the account of each Underwriter against payment to or upon the order of the 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 may be exercised by written notice being given to the 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 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 the "Second Delivery Date" and the First Delivery Date and 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Delivery Date, the Company shall deliver or cause to be 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 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.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Representatives, the Company and the CompanySelling Stockholder. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 aggregate purchase price of the Firm Stock being sold by the Selling Stockholder to or upon the order of the Company and the Selling Shareholders Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the account specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Company (on behalf of the Selling Stockholder) or the Selling Stockholder shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The options granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the 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 such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Selling Stockholder 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, on the place 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 Representatives, the Company and the Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholder. On the Second each Option Stock Delivery Date, the Company Selling Stockholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Option Stock being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the account specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company (on behalf of the Selling Stockholder) or the Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 CompanySelling Stockholders. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 aggregate purchase price of the Firm Stock being sold by the Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request in writing not less than two full business days prior otherwise instruct. In addition, subject to the First sale of the Firm Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Shareholders shall make the certificates representing the Firm Stock available for inspection by the Representatives The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholders. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 [10:00] A.M., central New York City time, on the fourth second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Company shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The options granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the 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 such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Company and the Selling Stockholders 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, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company and the Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Company and the Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Company and the CompanySelling Stockholder. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholder to or upon the order of the Company and the Selling Shareholders Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-dayfunds to the account(s) fundsspecified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter and the Selling Stockholder hereunder. Upon delivery, The Company shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Selling Stockholder 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, on the place 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 Representatives, the Company and the Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholder. On the Second each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter and the Selling Stockholder hereunder. The Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the aggregate purchase price of the Firm Stock being sold by the Company to or upon the order of the 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) 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 delivery, The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall be registered otherwise instruct. The option granted in such names and in such denominations as the Representatives shall request in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option 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 being exercisedexercised with respect to each of the Selling Stockholders, 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 Representative shall be made at 10:00 A.M., New York City time, on the place 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 Representative and the Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholders. On the Second each Option Stock Delivery Date, each of the Company Selling Stockholders, acting severally and jointly, shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock being sold by such Selling Stockholder to the Representatives Representative for the account of each Underwriter Underwriter, against payment to or upon by the order several Underwriters through the Representative of the Company aggregate purchase price of the purchase price Option Stock being sold by certified or official bank check or checks payable or each Selling Stockholder by wire transfer in immediately available (same-day) fundsfunds to the respective accounts specified by each Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Each Selling Stockholder shall deliver the Option Stock being sold by such Selling Stockholder through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 CompanySelling Stockholder. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 aggregate purchase price of the Firm Stock being sold by the Selling Stockholder to or upon the order of the Company and the Selling Shareholders Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Selling Stockholder shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request in writing not less than two full business days prior otherwise instruct. In addition, subject to the First sale of the Firm Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Shareholders shall make the certificates representing the Firm Stock available for inspection by the Representatives The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Selling Stockholder 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, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholder. On the Second each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment to or 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 upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Company shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The options granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders 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 such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Representatives and the Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Delivery Date, the Company shall deliver or cause to be 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 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.at

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Chapxxx xxx CutlxxXxxxxx Godward LLP, Xxicago0000 Xxxxxxxx Xxxx, Illinois Xxx Xxxxx, Xxxxxxxxxx 00000, at 9:00 7:00 A.M., central Pacific 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 Company. Such This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company and the Selling Shareholders Stockholders 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 Company and the Selling Shareholders Stockholders 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 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 Company and the Selling Shareholders Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Underwriters in New YorkSan Diego, New YorkCalifornia, not later than 2:00 P.M.11:00 A.M., New York City Pacific time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day The option granted in Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or in part from time to time by written notice being given to the Company and the Selling Stockholders 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; provided, however, that such this 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 the a "Second Delivery Date" and the First Delivery Date and the 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 Underwriters and the Company) at 9:00 7:00 A.M., central Pacific time, on the such Second Delivery Date. On the such Second Delivery Date, the Company Company, the Selling Stockholders or the Custodian 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 Company Custodian 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 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 shall make the certificates representing the Option Stock available for inspection by the Underwriters in San Diego, California, not later than 11:00 A.M., Pacific 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 office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the respective 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place date specified in the first sentence corresponding notice in accordance with the provisions of 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the certificates representing 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, Each of the Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders subject to such option by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company and the Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx CutlxxXxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxicago000 Xxxxxxxxx Xxxxxx, Illinois Xxx Xxxx, Xxx Xxxx 00000 at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ” Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 purchase price of the Firm Stock being sold by the Selling Shareholder as follows: (i) to the extent that any of the Firm Stock is comprised of shares which are currently held in escrow (the “Escrow Shares”) by U.S. Bank, National Association, as escrow agent pursuant to the Escrow Agreement, dated as of April 27, 2006, by and among AAT Holdings, LLC II, AAT Communications Corp., AAT Acquisition LLC, the Company and U.S. Bank, National Association, then an amount equal to $23.24 per Escrow Share included in the Firm Stock shall be paid to U.S. Bank, National Association by wire transfer in immediately available funds to the account specified by U.S. Bank, National Association and (ii) the remainder of the net proceeds shall be paid to or upon the order of the Company and the Selling Shareholders of the purchase price Shareholder by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the account specified by the Selling Shareholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Selling Shareholder shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Shareholder by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date". .” Delivery of the Option Stock by the Selling Shareholder 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, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Shareholder. On the Second Option Stock Delivery Date, the Company Selling Shareholder shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters and of the purchase price of the Option Stock being sold by the Selling Shareholder to or upon the order of the Company Selling Shareholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Shareholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Selling Shareholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 A.M., central 10:00 A.M. New York City time, on the fourth full business day following the date of this Agreement April 2, 2024 or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 aggregate purchase price of the Firm Stock being sold by the Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request in writing not less than two full business days prior otherwise instruct. In addition, subject to the First sale of the Firm Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Shareholders shall make the certificates representing the Firm Stock available for inspection by the Representatives The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholders. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of certificates for the shares of the Underwritten Stock, and payment for the Firm Stock therefor, shall be made to you for the accounts of the several Underwriters at the office offices of Chapxxx xxx CutlxxU.S. Bancorp Piper Jaffray Inc., XxicagoU.S. Bancorp Center, Illinois 800 Nicollet Mall, Minneaxxxxx, Xxxxxxota 55402, at 9:00 A.M.a.m., central timeCenxxxx xxxx, on the fourth full business day following xx xxx xxxxx xxxx xxxxxxxx xxx xxxxx the date of this Agreement Agreement, or at such time on such other date or place day, not later than seven full business days after such third business day, as shall be determined agreed upon in writing by agreement between the Representatives you and the Company. Such The date and time hour of such delivery and payment are sometimes referred to as the "First Delivery Date." On herein called the First Delivery Closing Date. Payment for the Underwritten Stock purchased from the Company shall be made to the Company or its order by wire transfer of same day funds to a bank account designated by the Company. Such payment shall be made upon delivery of certificates for such Underwritten Stock to you for the accounts of the several Underwriters against receipt therefor signed by you. Upon exercise of the option as provided in Section 3(c) hereof, the Company and the Selling Shareholders shall will deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter Option Stock being purchased to you on the Second Closing Date against payment to or upon the order of the Company and the Selling Shareholders of the purchase price therefor by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsof same day funds to a bank account designated by the Company. Time shall be of The certificates for the essenceUnderwritten Stock and the Option Stock, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon deliveryrespectively, the Firm Stock shall be registered in such name or names and shall be in such denominations as the Representatives shall request in writing not less than you, at least two full business days prior to before 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 may be exercised by written notice being given to the 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 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 the "Second Delivery Date" and the First Delivery Closing Date and the Second Delivery Date are sometimes each referred Closing Date, respectively, may request, and will be made available to as a "Delivery the Underwriter for inspection, checking and packaging at the offices of U.S. Bancorp Piper Jaffray Inc., U.S. Bancorp Center, 800 Nicollet Mall, Minneaxxxxx, Xxxxxxota 55402, not less than one xxxx xxxxxxxx xxx xxxxx xx xxx Xxxxx Xxxxxxx Xate and the Second Closing Date", respectively. Delivery If you so elect, delivery of and payment for the Underwritten Stock or the Option Stock shall may be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Representatives and the Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Stock credit through full fast transfer to the Representatives for the account of each Underwriter against payment to or upon the order of the accounts at The Depository Trust Company of the purchase price designated 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 hereunderyou.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Chapxxx Dewey Ballantine LLP, 1301 Avenue xx xxx CutlxxXxxxxxxx, XxicagoNew Xxxx, Illinois at 9:00 A.M.XX 00000 xx 00:00 X.X., central timeXxx Xxxx Xxxx xxxe, 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 Company. Such This date and time are sometimes referred to as the "First Initial Delivery Date." On the First Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 of the respective aggregate purchase prices of the Firm Stock being sold by the Firm Selling Stockholders to or upon the order of the Company and the Firm Selling Shareholders of the purchase price Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Firm 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, Delivery of the Firm Stock shall be registered in such names and in such denominations as made through the facilities of The Depository Trust Company unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Option Selling Stockholders by the Representatives; PROVIDED that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 the an "Second Delivery DateOPTION STOCK DELIVERY DATE," and the First Initial Delivery Date and the Second any Option Stock 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 Company) at 9:00 10:00 A.M., central New York City time, on the Second such Option Stock Delivery Date. On the Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing of the Option Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Option Stock being sold by the Option Selling Stockholders to or upon the order of the Company of the purchase price Option Selling Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Option 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. Delivery of the Firm Stock shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ” Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Company shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and the Second any 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 Representative shall be made at 10:00 A.M., New York City time, on the place 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 Representative and the Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Option Stock Delivery Date, the Company Selling Stockholders 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 by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Stock being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxxon January 31, Xxicago, Illinois at 9:00 A.M., central time, on the fourth full business day following the date of this Agreement 2024 or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Stockholders. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 aggregate purchase price of the Firm Stock being sold by the Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request in writing not less than two full business days prior otherwise instruct. In addition, subject to the First sale of the Firm Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Shareholders shall make the certificates representing the Firm Stock available for inspection by the Representatives The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholders. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 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 The Company and the Selling Shareholders Stockholders shall make the certificates representing deliver the Firm Stock available for inspection by through the facilities of DTC unless the Representatives shall otherwise instruct. The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Genstar Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Genstar Selling Stockholders 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, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company Genstar Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Genstar Selling Stockholders to or upon the order of the Company Genstar Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Genstar Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Genstar Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Chapxxx xxx CutlxxSkadden, XxicagoArps, Illinois Slate, Xxxxxxx & Xxxx LLP at 9:00 10:00 A.M., central 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 Representatives, Sprint and the Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ” Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the respective 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 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 The Company and the Selling Shareholders Stockholders shall make the certificates representing deliver the Firm Stock available for inspection by through the facilities of DTC unless the Representatives shall otherwise instruct. The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and Sprint by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date". .” Delivery of the Option Stock by Sprint and payment for the Option Stock by the several Underwriters through the Representatives shall be made at the place offices of Skadden, Arps, Slate, Xxxxxxx & 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSprint. On the Second Option Stock Delivery Date, the Company Sprint shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the aggregate purchase price of the Option Stock being sold by Sprint to or upon the order of the Company Sprint of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the account specified by Sprint. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Sprint shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The options granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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, provided that such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 [10:00] A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver or cause to be delivered the certificates representing 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Genstar Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Genstar Selling Stockholders 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, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company Genstar Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Genstar Selling Stockholders to or upon the order of the Company Genstar Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Genstar Selling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Genstar Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 [10:00] A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Vestar Selling Stockholders and the Attorney-in-Fact by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by certain Selling Stockholders 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, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company such Selling Stockholders shall deliver or cause to be delivered the certificates representing 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 such Selling Stockholders to or upon the order of the Company such Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the account specified by such 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. Such Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 [ 🌑 ] A.M., central New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, Each of the Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders subject to such option by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 [ 🌑 ] A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company and the Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central New York City time, on the fourth second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) 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 CompanyFirm Selling Stockholder. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 aggregate purchase price of the Firm Stock being sold by the Firm Selling Stockholder to or upon the order of the Company and the Firm Selling Shareholders Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the account specified by the Firm Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Firm Selling Stockholder shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The options granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholders 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 such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholders. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Chapxxx xxx CutlxxWeil, XxicagoGotshal & Mxxxxx LLP, Illinois 700 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "“First Delivery Date." ” On the First Delivery Date, the Company and the Selling Shareholders Stockholders shall deliver or cause to be delivered certificates representing 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 Company and the Selling Shareholders Stockholders 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 Shareholders shall make the certificates representing the Firm Stock available for inspection by the Representatives The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 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 and the Selling Stockholders 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 such this 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 the "a “Second Delivery Date" ” and the First Delivery Date and the 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 Company) at 9:00 10:00 A.M., central New York City time, on the such Second Delivery Date. On the such Second Delivery Date, the Company and the Selling Stockholders who are selling the Option Stock shall deliver or cause to be 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 Company or such Selling Stockholders 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.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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, the Company and the CompanySelling Stockholders. Such This date and time are sometimes referred to as the "First Initial Delivery Date." On the First Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Selling Stockholder to or upon the order of the Company and the Selling Shareholders of the purchase price Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 and payment to each Selling Stockholder is a further condition of the obligation of each Underwriter and Selling Stockholder, as applicable, hereunder. Upon delivery, the Firm Stock shall be registered The option granted in such names and in such denominations as the Representatives shall request in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 the an "Second Option Stock Delivery Date," and the First Initial Delivery Date and the Second any Option Stock 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, the Company and the CompanySelling Stockholders) at 9:00 10:00 A.M., central New York City time, on the Second such Option Stock Delivery Date. On Delivery of the Second Delivery Date, the Company Firm Stock shall deliver or cause to be delivered the certificates representing the Option Stock made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Selling Stockholders to or upon the order of the Company of the purchase price Selling Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 and payment to each Selling Stockholder is a further condition of the obligation of each Underwriter and Selling Stockholder, as applicable, hereunder.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ” Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 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 Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Company shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The options granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the 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 such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Option Stock being sold by the Selling Stockholders to or upon the order of the Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Chapxxx Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx CutlxxXxxxxxxx, XxicagoXxx Xxxx, Illinois XX 00000 at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First Initial Delivery Date." On the First Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 of the respective aggregate purchase prices of the Firm Stock being sold by the Firm Selling Stockholders to or upon the order of the Company and the Firm Selling Shareholders of the purchase price Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Firm 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, Delivery of the Firm Stock shall be registered in such names and in such denominations as made through the facilities of The Depository Trust Company unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Option Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 the an "Second Delivery DateOPTION STOCK DELIVERY DATE," and the First Initial Delivery Date and the Second any Option Stock 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 Company) at 9:00 10:00 A.M., central New York City time, on the Second such Option Stock Delivery Date. On the Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing of the Option Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Option Stock being sold by the Option Selling Stockholders to or upon the order of the Company of the purchase price Option Selling Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Option 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. Delivery of the Firm Stock shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First Initial Delivery Date." On the First Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative 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 Company and the Selling Shareholders of the purchase price Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Company shall deliver the Firm Stock through the facilities of the Depository Trust Company ("DTC") unless the Representative shall otherwise instruct. Upon delivery, the Company and the Selling Stockholders shall register 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 Initial Delivery Datedate. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Shareholders 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 Initial Delivery Date. At any time on or before the thirtieth day The options granted in Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative; provided that if such 30th day 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 RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the an "Second Option Stock Delivery Date," and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "Delivery Date". ." Delivery of the Option Stock by the Company and the Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representative shall be made at 10:00 A.M., New York City time, on the place 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 Representative and the Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Option Stock Delivery Date, the Company and the Selling Stockholders 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 by the several Underwriters through the Representative of the respective aggregate purchase prices of the Option Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company of and the purchase price Selling Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Company and the Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representative shall otherwise instruct. Upon delivery, the Company and the Selling Stockholders shall register the Option Stock in such names and in such denominations as the Representative shall request in writing not less than two full business days prior to the Option Stock Delivery date. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Company and the Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Option Stock Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Company shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of DTC unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any 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 10:00 A.M., New York City time, on the place 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 Representatives, the Company and the Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholders. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx CutlxxXxxxxx & Xxxxxxx LLP, XxicagoNew York, Illinois New York at 9:00 10:00 A.M., central New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth full business day following (unless postponed in accordance with the date provisions of this Agreement Section 9 hereof) after the determination of the public offering price of the Stock), or at such other time not later than ten business days after such date or place as shall be determined agreed upon by agreement between the Representatives Representative and the Company. Such This date and time are sometimes referred to as the "“First Delivery Date." ” On the First Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates Certificates representing the Firm Stock to the Representatives Representative for the account of each Underwriter against payment to or upon the order of the 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 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 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. At any time on or before the thirtieth day The option granted in Section 2 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or in part from time to time by written notice being given to the 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 such this 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 not 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 the "a “Second Delivery Date" ” and the First Delivery Date and the 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 Company) at 9:00 10:00 A.M., central New York City time, on the such Second Delivery Date. On the 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 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 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 Company shall make the certificates representing the Option Stock available for inspection by the Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to such Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central New York City time, on the fourth second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) 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 CompanyCompany and the Selling Stockholder. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Stockholder to or upon the order of the Company and the Selling Shareholders Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Company and the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each 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 The Company and the Selling Shareholders Stockholder shall make the certificates representing deliver the Firm Stock available for inspection by through the facilities of DTC unless the Representatives shall otherwise instruct. The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholder by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Selling Stockholder 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, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholder. On the Second each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representatives and of the aggregate purchase prices of the Option Stock being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 CompanySelling Stockholder. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ”. Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the aggregate purchase price of the Firm Stock being sold by the Selling Stockholder to or upon the order of the Company and the Selling Shareholders Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Selling Stockholder shall deliver the Firm Stock through the facilities of DTC unless the Representative shall otherwise instruct. In addition, subject to the sale of the Firm Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be registered in such names and in such denominations as made by the Representatives shall request in writing not less than two full business days prior Company to the First Underwriters in immediately available funds to an account specified by the Representative, against delivery of such Repurchase Shares for the account of the Company at the Initial Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Shareholders shall make the certificates representing the Firm Stock available for inspection by the Representatives The option granted in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Stockholder by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ”, and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date"”. Delivery of the Option Stock by the Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representative shall be made at 10:00 A.M., New York City time, on the place 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 Representative and the Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholder. On the Second each Option Stock Delivery Date, the Company Selling Stockholder shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives Representative for the account of each Underwriter Underwriter, against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Stock being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office offices of Chapxxx xxx CutlxxMintz, XxicagoLevin, Illinois Cohn, Ferris, Glovsky and Popeo, P.C., at 9:00 10:00 A.M., central One Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Xxston 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 Company. Such This date and time (which may be postponed as provided in Section 9 are sometimes referred to as the "First Delivery DateFIRST DELIVERY DATE." 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 for the account of each Underwriter against payment to or upon the order of the 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 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. At any time on or before the thirtieth day The option granted in Section 2 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or in part from time to time by written notice being given to the 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 such this 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 the a "Second Delivery DateSECOND DELIVERY DATE" and the First Delivery Date and the 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 Company) at 9:00 A.M.A.M, central Boston time, on the such Second Delivery Date. On the such Second Delivery Date, the Company shall deliver or cause to be 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 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 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. It is understood that Lehmxx Xxxthers Inc., individually and not on behalf of the Underwriters, may (but shall not be obligated to) make payment to the Company for shares of Stock to be purchased by any Underwriter whose check shall not have been received by Lehmxx Xxxthers Inc. on the applicable Delivery Date or any later date on which Option Stock is purchased for the account of such Underwriter. Any such payment by Lehmxx Xxxthers Inc. shall not relieve such Underwriter from any of its obligations hereunder.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx10:00 a.m., Xxicago, Illinois at 9:00 A.M., central New York City time, on the fourth second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ” Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing 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 Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Selling Stockholders shall deliver the Firm Stock shall be registered in such names and in such denominations as through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall request otherwise instruct. The option granted in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the Representatives; provided that if such date falls on a day that is not a business day, the option 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 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 such this date and time shall not be earlier than the First Initial 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 Each date and time the shares of Option Stock are delivered are is sometimes referred to as the "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and the Second any 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 10:00 a.m., New York City time, on the place 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second each Option Stock Delivery Date, the Company Selling Stockholders shall deliver deliver, or cause to be delivered the certificates representing delivered, the Option Stock Stock, to the Representatives for the account of each Underwriter 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 Company Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, XxicagoChicago, Illinois at 9:00 A.M., 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 Company. Such date and time are sometimes referred to as the "First Delivery Date." 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 for the account of each Underwriter against payment to or upon the order of the 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 may be exercised by written notice being given to the 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 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 the "Second Delivery Date" and the First Delivery Date and 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 Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Delivery Date, the Company shall deliver or cause to be 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 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 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 the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 CompanySelling Stockholder. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On ” Delivery of the First Delivery Date, the Company and the Selling Shareholders Initial Closing Stock shall deliver or cause to be delivered certificates representing the Firm Stock made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Selling Stockholder to or upon the order of the Company and the Selling Shareholders Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, The Selling Stockholder shall deliver the Initial Closing Stock through the facilities of DTC unless the Representative shall otherwise instruct. Delivery of and payment for the 724,581 shares of Warrant Stock shall be made as soon as practicable following settlement of the sale of the Firm Stock on the Initial Delivery Date as shall be registered in such names and in such denominations as determined by agreement between 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 Representative and the Selling Shareholders Stockholder. Delivery of the Warrant Stock shall make be made to the certificates representing Representative for the Firm Stock available for inspection account of each Underwriter against payment by the Representatives several Underwriters through the Representative and of the aggregate purchase price of the Warrant Stock being sold by the Selling Stockholder to or upon the order of the Selling Stockholder of the purchase price by wire transfer in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior immediately available funds to the First Delivery Dateaccount specified by the Selling Stockholder. At any Time shall be of the essence, and delivery at the time on or before and place specified pursuant to this Agreement is a further condition of the thirtieth day obligation of each Underwriter hereunder. The Selling Stockholder shall deliver the Warrant Stock through the facilities of DTC unless the Representative shall otherwise instruct. The option granted in Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholder by the RepresentativesRepresentative; 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 RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that such this date and time shall not be earlier than immediately following the First settlement of the Firm Stock on the Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date". .” Delivery of the Option Stock by the Selling Stockholder and payment for the Option Stock by the several Underwriters through the Representative shall be made at 10:00 A.M., New York City time, on the place 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 Representative and the Company) at 9:00 A.M., central time, on the Second Delivery DateSelling Stockholder. On the Second Option Stock Delivery Date, the Company Selling Stockholder 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 by the several Underwriters through the Representative and of the aggregate purchase price of the Option Stock being sold by the Selling Stockholder to or upon the order of the Company Selling Stockholder of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) fundsfunds to the accounts specified by the Selling Stockholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Selling Stockholder shall deliver the Option Stock through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First “Initial Delivery Date." On the First ” Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Firm Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Shareholders Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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 delivery, The Company shall deliver the Firm Stock through the facilities of DTC unless the Representative shall be registered otherwise instruct. The options granted in such names and in such denominations as the Representatives shall request in writing not less than two full business Section 3 will expire 30 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 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. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative; 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 RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the "Second an “Option Stock Delivery Date" ,” and the First Initial Delivery Date and the Second any Option Stock Delivery Date are sometimes each referred to as a "“Delivery Date". .” Delivery of the Option Stock by the Company and the Selling Stockholders and payment for the Option Stock by the several Underwriters through the Representative shall be made at 10:00 A.M., New York City time, on the place 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 Representative and the Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Option Stock Delivery Date, the Company and the Selling Stockholders 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 by the several Underwriters through the Representative and of the respective aggregate purchase prices of the Option Stock being sold by the Company and the Selling Stockholders to or upon the order of the Company and the Selling Stockholders of the purchase price by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Company and the Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006, at 00:00 A.X., Xxx Yxxx Xxxx xxxx, xx xxx Cutlxxxxxxx (xxxxxx, Xxicago, Illinois at 9:00 A.M., central time, xx xxx pricing occurs after 4:30 P.M. New York City time on the fourth any given day) full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representatives Lead Manager, the Company and the CompanyParticipating Selling Stockholders. Such This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company and the Participating Selling Shareholders Stockholders shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives Lead Manager for the account of each Underwriter International Manager against payment to or upon the order of the Company and the Selling Shareholders of the purchase price by certified or official bank check or checks payable or wire transfer in of immediately available (same-day) fundsfunds to bank accounts designated by the Custodian pursuant to each Participating Selling Stockholder's 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 International Manager hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives Lead Manager 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 Participating Selling Shareholders Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives Lead Manager in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement Agreement, the option granted in Section 3 hereof may be exercised by written notice being given to the Company Participating Selling Stockholders 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; providedPROVIDED, howeverHOWEVER, that such this date and time shall not be earlier than the First Delivery Date Date, nor earlier than the second full business day after the date on which the option shall have been exercised 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 the "Second Delivery Date" and the First Delivery Date and 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 Manager and the CompanyParticipating Selling Stockholder) at 9:00 10:00 A.M., central New York City time, on the Second Delivery Date. On the Second Delivery Date, the Company Participating Selling Stockholders shall deliver or cause to be delivered the certificates representing the Option Stock to the Representatives Lead Manager for the account of each Underwriter International Manager against payment to or upon the order of the Company of the purchase price by certified or official bank check or checks payable or wire transfer in of immediately available (same-day) fundsfunds to bank accounts designated by the Custodian pursuant to each Participating Selling Stockholder's 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 International Manager hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Lead Manager shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Participating Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Lead Manager in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the office of Chapxxx xxx Cutlxx, Xxicago, Illinois at 9:00 10:00 A.M., central 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 Company. Such This date and time are sometimes referred to as the "First Initial Delivery Date." On the First Delivery Date, the Company and the Selling Shareholders shall deliver or cause to be delivered certificates representing of the Firm Stock shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the respective aggregate purchase prices of the Firm Stock being sold by the Selling Stockholders to or upon the order of the Company and the Selling Shareholders of the purchase price Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Firm Stock through the facilities of the Depository Trust Company ("DTC") unless the Representative shall otherwise instruct. Upon delivery, the Selling Stockholders shall register 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 Initial Delivery Datedate. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Shareholders 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 Initial Delivery Date. At any time on or before the thirtieth day The options granted in Section 3 will expire 30 days after the date of this Agreement the option granted in Section 3 and may be exercised in whole or from time to time in part by written notice being given to the Company and the Selling Stockholders by the RepresentativesRepresentative; provided that if such 30th day 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 RepresentativesRepresentative, when the shares of Option Stock are to be delivered; provided, however, that such this date and time shall not be earlier than the First Initial Delivery Date nor earlier than the second full 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 the an "Second Option Stock Delivery Date," and the First Initial Delivery Date and the Second any 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 Representative shall be made at 10:00 A.M., New York City time, on the place 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 Representative and the Company) at 9:00 A.M., central time, on the Second Delivery Date. On the Second Option Stock Delivery Date, the Company Selling Stockholders 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 by the several Underwriters through the Representative of the respective aggregate purchase prices of the Option Stock being sold by the Selling Stockholders to or upon the order of the Company of the purchase price Selling Stockholders by certified or official bank check or checks payable or wire transfer in immediately available (same-day) 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. The Selling Stockholders shall deliver the Option Stock through the facilities of DTC unless the Representative shall otherwise instruct. Upon delivery, the Selling Stockholders shall register the Option Stock in such names and in such denominations as the Representative shall request in writing not less than two full business days prior to the Option Stock Delivery date. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representative in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Option Stock Delivery Date.