Common use of Delivery of the Offered Shares Clause in Contracts

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through Representatives though The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered through the book entry facilities of the Depository Trust Company (“DTC”) to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the book entry facilities of DTC unless the Representative shall otherwise instructDTC, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered delivered to such accounts and in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”) unless the Representatives otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of the DTC unless the Representative shall Representatives otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, Underwriters certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative an Underwriter so elects, delivery of the Offered Firm Shares and, if applicable, the Optional Shares, may be made by credit to the accounts designated by the Representative through such Underwriter though The Depository Trust Company’s full fast transfer or DWAC programsprogram. The If an Underwriter elects delivery in the form of certificates, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative such Underwriter shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City Minneapolis, Minnesota as the Representative Underwriter may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwritersUnderwriter.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC Deposit/Withdrawal At Custodian (“DWAC”) programs. The certificates for If the Representatives so elect, the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Unless the Representative so electsRepresentatives otherwise elect, delivery of the Offered Shares may shall be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, any certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Unless the Representative so electsRepresentatives otherwise elect, delivery of the Offered Shares may shall be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in book-entry form in such names and denominations as the Representative Representatives shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representative Representatives, for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates or electronic book entries, as applicable, for the Firm Shares to be issued to them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase subscription price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates or electronic book entries, as applicable, for the Option Optional Shares the Underwriters have agreed to purchase subscribe for at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase subscription price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates or electronic book entries, as applicable, for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for If Jefferies so elects, the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representative so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”) unless the Representative otherwise instructs, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative shall otherwise instructinstructs, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Unless the Representative so electsRepresentatives otherwise elect, delivery of the Offered Shares may shall be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, any certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”), unless the Representatives otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC DTC, unless the Representative shall Representatives otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by it at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from it at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters Underwriters, certificates for or general statements of book entry account representing the Firm Shares Shares, at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for or general statements of book entry account representing the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s 's full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates the book-entry positions for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates the book-entry positions for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery Delivery of the Offered Firm Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or and the Option Shares, if any, at the applicable Option Closing Date, as the case may be) and shall be made available for inspection on through the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designatefacilities of The Depository Trust Company. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. For the purpose of effecting the delivery of the Firm Shares and the Option Shares (if any), as the case may be, pursuant to this Section 2 in book-entry form, the Company agrees to issue, or cause to be issued, to Cede & Co., such Shares being issued to the Underwriters and to instruct Cede & Co. to deliver the book-entry interest in such Shares to broker accounts as directed by the Representatives on behalf of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates book-entry positions for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust CompanyDTC’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two (2) full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and each Selling Stockholder, severally and not jointly, shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by it at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and each Selling Stockholder, severally and not jointly, shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from it at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives, through the book entry facilities of the DTC for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to the Representatives, through the book entry facilities of DTC unless the Representative shall otherwise instructDTC, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Evercore so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Evercore through The Depository Trust Company’s full fast transfer or DWAC programs. The If Evercore so elects, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, any certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates or book-entry security entitlements for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates or book-entry security entitlements for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer FAST or DWAC programs. The certificates or book-entry security entitlements for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two one full Business Days Day prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and any certificates shall be made available for inspection on the Business Day preceding prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company Each of the Selling Stockholders shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for Stock Powers relating to the Firm Shares at the First Closing Dateto be sold by such Selling Stockholder on such closing date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor in accordance with Section 2(e). The Company Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for Stock Powers relating to the Option Optional Shares the Underwriters have agreed to purchase from such Selling Stockholder at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor in accordance with Section 2(e). If Each Stock Power shall set forth the Representative so elects, delivery names of each transferee of the Offered Shares may be made covered by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names Stock Power and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company Selling Stockholders shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters through the facilities of The Depositary Trust Company (“DTC”) and for the account of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, through the facilities of DTC and for the account of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two one full Business Days business day prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company Each Selling Stockholder shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares to be sold by such Selling Stockholder at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Each Selling Stockholder shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from such Selling Stockholder at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”), to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Xxxxxxxxx so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Xxxxxxxxx through The Depository Trust CompanyDTC’s full fast transfer or DWAC Deposit/Withdrawal at Custodian programs. The certificates for If Xxxxxxxxx so elects, the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days one business day prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and X. Xxxxxx shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters Underwriters, through the facilities of The Depositary Trust Company (“DTC”) and for the account of the Underwriters, certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, through the facilities of the DTC and for the account of the Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Firm Shares may be made by credit to the accounts designated by the Representative through though The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representative so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two one full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representatives so elect, delivery of the Offered Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative BofA so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative BofA through The Depository Trust Company’s full fast transfer or DWAC programs. The If BofA so elects, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Shareholder shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Firm Shares or Option Shares Shares, as applicable, the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Shareholders shall deliver, or cause to be delivered to the Representative Jefferies for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Shareholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Jefferies for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed elect to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Jefferies shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Jefferies may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters Underwriters, certificates for or general statements of book entry account representing the Firm Shares Shares, at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholder shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for or general statements of book entry account representing the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also Each of the Selling Stockholders, severally and not jointly, agree to deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for Underwriters, through the book-entry facilities of the Depository Trust Company (“DTC”), the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for through the Option book-entry facilities of DTC, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company Selling Stockholders shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”), to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative shall otherwise instructDTC, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time Subject to Section 11, time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”) to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by it at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from it at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates certificates, if any, for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholder shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholder shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two (2) full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, or cause to be delivered through the facilities of DTC or DWAC unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC or DWAC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested Representatives may request in writing at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) ), and if delivery is not made through the facilities of DTC or DWAC, the Company shall permit the Representatives to examine and package the Offered Shares for delivery be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered through the facilities of The Depository Trust Company (“DTC”) to the Representative for the accounts of the several Underwriters Underwriters, certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust CompanyDTC’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters through the facilities of The Depositary Trust Company (“DTC”) and for the account of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, through the facilities of DTC and for the account of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two one full Business Days business day prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so electsThe certificates, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates if any, for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Xxxxxxxxx so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives, through the book-entry facilities of the Depository Trust Company (“DTC”), for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to the Representatives, through the book-entry facilities of DTC unless the Representative shall otherwise instructDTC, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholder shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholder shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through though The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representative so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for through the facilities of DTC, the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, instruct to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representative so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Stifel so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Stifel through The Depository Trust Company’s full fast transfer or DWAC programs. The If Stifel so elects, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so Unless Jefferies otherwise elects, delivery of the Offered Shares may shall be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, any certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”), unless the Representative otherwise instructs, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares to be sold by it at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from it at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”) unless otherwise instructed by the Representatives, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless otherwise instructed by the Representative shall otherwise instructRepresentatives, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The Depository Trust CompanyDTC’s full fast transfer or DWAC programs. The If the Representatives so elect, certificates for the Offered Shares shall be issued and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least two business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be). The certificates, if any, representing the Offered Shares shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall Selling Stockholders, severally and not jointly, agree to deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters book-entry certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, book-entry certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The book-entry certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representative so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”) unless the Representatives otherwise instructs to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative shall Representatives otherwise instruct, instructs to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative X.X. Xxxxxx so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative X.X. Xxxxxx through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for Underwriters, the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates certificates, if any, for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested in writing at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two one full Business Days business day prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholder shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for If Jefferies so elects, the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested in writing at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through though The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representative so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Shareholders shall deliver, or cause to be delivered delivered, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company applicable Selling Shareholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through Representatives though The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company Selling Stockholder shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares to be sold by the Selling Stockholder at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholder shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from the Selling Stockholder at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer to the account of the Company of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer to the account of the Company of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Firm Shares may be made by credit to the accounts designated by the Representative through though The Depository Trust Company’s full fast transfer or DWAC programs. The If the Representative so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Forward Sellers (with respect to the Forward Firm Shares) or the Company (with respect to any Company Top-Up Firm Shares), as applicable, shall deliver, or cause to be delivered the Firm Shares to the Representative Representatives through the facilities of the Depository Trust Company (“DTC”) for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Forward Sellers (with respect to any Forward Optional Shares) or the Company (with respect to any Company Top-Up Optional Shares) shall also deliver, or cause to be delivered the Optional Shares to the Representatives through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Representatives through The the Depository Trust Company’s full fast transfer or DWAC programs. The If the Representatives so elect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered to the Representative Jefferies for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Jefferies for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Jefferies shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Jefferies may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company and the Selling Stockholder shall deliver, or cause to be delivered delivered, through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be purchased by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Option Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. The If Jefferies so elects, any certificates for the Offered Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full Business Days business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.