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, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters 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, a credit representing the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) at a location in San Francisco as the Underwriters may designate.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several Underwriters certificates (or such other evidence as contemplated by Section 2(f)) 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing certificates (or such other evidence as contemplated by Section 2(f)) for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs in the Underwriters so elect at least three (3) full business days prior United States and/or pursuant to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may benon-certificate issue system maintained by CDS Clearing & Depository Services Inc. in Canada. In such caseIf Jefferies so elects, the certificates (if any) for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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. The Company acknowledges and agrees that the Underwriters are acting severally and not jointly in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters 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 delivereddelivered to the Representative for the accounts of the several Underwriters, a credit representing certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing to the Underwriter certificates for the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters 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, a credit representing to the Underwriter certificates for the Optional Offered Shares that the Underwriters have Underwriter has agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If the foregoingUnderwriter so elects, delivery of the Firm Shares and, if applicable, the Optional Shares, may be made by credit to the extent accounts designated by the Underwriters so elect at least three (3) full business days prior to Underwriter though The Depository Trust Company’s DWAC program. If the First Closing Date or Underwriter elects delivery in the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseform of certificates, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco Minneapolis, Minnesota as the Underwriters 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 Underwriter.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing through the Firm Offered Shares to an account or accounts at facilities of The Depository Trust Company as designated by the Underwriters (“DTC”) unless Jefferies shall otherwise instruct, to Jefferies 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, a credit representing through the facilities of DTC unless Jefferies shall otherwise instruct, to Jefferies for the accounts of the several Underwriters, certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Jefferies shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 issue and the Selling Shareholder shall transfer the Firm Shares, and each shall deliver, or cause to be delivered, a credit representing to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters 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 issue the Optional Shares and deliver, or cause to be delivered, a credit representing to the Representatives for the accounts of the several Underwriters, certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from it at the Second 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. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters shall have requested at At least two (2) full business days prior to the First Closing Date (or the Second applicable Option Closing Date, as the case may be), (i) the Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the “Transfer Agent”) any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the transfer and delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates, and (ii) each of the Company and the Selling Shareholder shall authorize the Transfer Agent to arrange for the issuance, transfer and delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares shall be made available for inspection on registered in such names and denominations as the Representatives shall have agreed upon and requested at least two full business day preceding days prior to the First Closing Date (or the Second applicable Option Closing Date, as the case may be) ). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a location in San Francisco as further condition to the Underwriters may designateobligations of the Underwriters.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing through the Firm Offered Shares to an account or accounts at facilities of The Depository Trust Company as designated by (“DTC”) unless the Underwriters Representatives shall otherwise instruct, to the 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, a credit representing through the facilities of DTC unless the Representatives shall otherwise instruct, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from them at the Second 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. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing the Firm Offered Shares delivered to an account or accounts at The Depository Trust Company as designated by the Underwriters Jefferies for the accounts of the Underwriters 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, a credit representing the Optional Offered Shares that the Underwriters have agreed delivered to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters Jefferies for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect to purchase from the Company at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Jefferies shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Shareholders shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the Representative and the several Underwriters 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, a credit representing the Optional Offered Shares that the Representative and the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the Underwriters, Representative and the several Underwriters at the Second Closing Date, if any, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters Representative so elect elects at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company and the Selling Shareholders shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) , at a location in San Francisco as the Underwriters Representative may designate.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing delivered to Jefferies through the Firm Offered Shares to an account or accounts at The book entry facilities of the Depository Trust Company as designated by the Underwriters (“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, a credit representing through the book entry facilities of DTC, to the Representatives for the accounts of the several Underwriters, the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of or immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the The Offered Shares shall be in definitive form delivered to such accounts and registered in such names and denominations as the Underwriters Jefferies shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from them at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Dateelects, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the any certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing to the Underwriters certificates for the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters 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, a credit representing to the Underwriters certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If an Underwriter so elects, delivery of the foregoingFirm Shares and, if applicable, the Optional Shares, may be made by credit to the extent accounts designated by such Underwriter though The Depository Trust Company's DWAC program. If an Underwriter elects delivery in the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseform of certificates, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters such Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco Minneapolis, Minnesota as the Underwriters 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 Underwriter.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the Representative and the several Underwriters 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, a credit representing the Optional Offered Shares that the Representative and the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters Representative so elect elects at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) at a location in San Francisco as the Underwriters Representative may designate.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivereddelivered through the facilities of DTC unless the Representative shall otherwise instruct, a credit representing to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the Underwriters several 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 delivereddelivered through the facilities of DTC unless the Representative shall otherwise instruct, a credit representing to the Optional Offered Representative for the accounts of the several Underwriters, the Option Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If the foregoingRepresentative so elects, delivery of the Offered Shares may be made by credit to the extent accounts designated by the Underwriters so elect at least three (3) Representative through The Depository Trust Company’s full business days prior to the First Closing Date fast transfer or the Second Closing DateDWAC programs. The certificates, as the case may beif any, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days Business Days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Underwriter for the accounts account of the Underwriters Underwriter 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, a credit representing the Optional Offered Shares that the Underwriters have Underwriter has agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the UnderwritersUnderwriter, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters Underwriter so elect elects at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the UnderwritersUnderwriter for its account, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have Underwriter has agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) at a location in San Francisco New York as the Underwriters Underwriter may designate.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the Representatives and the several Underwriters 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, a credit representing the Optional Offered Shares that the Representatives and the several Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the Representatives and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters Representatives so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Representatives for the account of the several Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them the Company at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) at a location in San Francisco as the Underwriters Representatives may designate.

Delivery of the Offered Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered, a credit representing to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters 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 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, a credit representing to the Representatives for the accounts of the several Underwriters, through the facilities of DTC and for the account of the several Underwriters, certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from them at the Second 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. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) one full business days day prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, deliver or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several 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, deliver or cause to be delivered, a credit representing delivered to the Representatives for the accounts of the several Underwriters the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jxxxxxxxx so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jxxxxxxxx through The Depository Trust Company’s full fast transfer or Deposit/Withdrawal At Custodian (“DWAC”) programs. If Jxxxxxxxx so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Dateelects, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Offered Shares to be purchased by the Underwriter hereunder shall be represented by one or more definitive global certificates in book-entry form which will deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters Underwriter 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, by causing DTC to credit the Firm Shares to the account of the Underwriter at DTC. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Option Shares that the Underwriters have Underwriter has agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second First Closing Date or an Option Closing Date, as the case may be, to the Underwriter, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding , by causing DTC to credit the foregoing, Option Shares to the extent account of the Underwriters so elect Underwriter at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may beDTC. In such case, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Underwriter.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several Underwriters the Firm Shares at the First Closing Date, with all applicable issue, transfer, stamp and other similar taxes in connection therewith duly paid by the Company, 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second First Closing Date or the applicable Option Closing Date, as the case may be, with all applicable issue, transfer, stamp and other similar taxes in connection therewith duly paid by the Company, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding Unless Jefferies otherwise elects, delivery of the foregoing, Offered Shares shall be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Underwriter certificates for the Firm Shares to be sold by them at the First Closing Date, or, in the case of Shares not held in certificate form ,the Selling Stockholders, severally and not jointly, agree to deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The through the facilities of the Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters at the First Closing Date, (“DTC”) 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 delivereddelivered to the Underwriter, a credit representing certificates for the Optional Offered Shares, or, in the case of Optional Shares that not held in certificate form, the Underwriters have Selling Stockholders shall also deliver, or cause to be delivered to the Underwriter, the Optional Shares through the facilities of DTC, the Underwriter has agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from them at the Second 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. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the The certificates for the Offered Shares (or, for Offered Shares being delivered through the facilities of DTC, such Offered Shares) shall be in definitive form and registered in such names and denominations as the Underwriters Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters Underwriter may designate.

Delivery of the Offered Shares. The Company and the Selling Stockholder, severally and not jointly, shall deliver, or cause to be delivereddelivered to the Representatives, a credit representing through the Firm Offered Shares to an account or accounts at The book-entry facilities of the Depository Trust Company as designated by the Underwriters (“DTC”), for the accounts of the several Underwriters 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, severally and not jointly, shall also deliver, or cause to be delivereddelivered to the Representatives, a credit representing through the book-entry facilities of the DTC, for the accounts of the several Underwriters, the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the The Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 (i) if applicable, deliver, or cause to be delivered, a credit representing through the Firm Offered Shares to an account or accounts at The facilities of the Depository Trust Company as designated by (“DTC”), unless the Underwriters Representatives otherwise instruct, to the Representatives for the accounts of the several Underwriters any Voting Shares included in the Firm Shares at the First Closing Date, and (ii) deliver, or cause to be delivered, to the Representatives the Non-Voting Shares included in the Firm Shares, registered in such names and in such names as the Representatives shall request in writing not later than the Closing Date for the respective accounts of the several Underwriters. The Company shall also deliver, or cause to be delivered, through the facilities of DTC, unless the Representatives otherwise instruct, to the Representatives for the accounts of the several Underwriters, 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 irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliverIf BofA Securities, or cause to be deliveredInc. so elects, a credit representing delivery of any Voting Shares included in the Optional Offered Shares that may be made by credit to the Underwriters have agreed to purchase to an account or accounts at designated by BofA Securities, Inc. through The Depository Trust Company as designated by the Underwriters for the accounts Company’s full fast transfer or DWAC programs. The certificates of the Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Shares in the offering to make payment for such shares on the Closing Day to the Company by wire transfer in immediately available funds to the account specified by the Company, in lieu of payment by the Underwriters for such shares, and the Company shall instruct the transfer agent to deliver such shares to such purchaser on the Closing Date against such payment, in lieu of the Company’s obligation to deliver such shares to the Underwriters; provided that, upon receipt by the Company of payment for the Shares, the Company shall promptly (but in no event later than the Closing Date), pay $7.56 per Share to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that any purchaser of the Non-Voting Shares in the offering fails to make payment to the Company for all or part of the Non-Voting Shares on the Closing Date, the Representatives may elect, by written notice to the Company, to receive Voting Shares in lieu of all or a portion of such Non-Voting Shares to be delivered to the Underwriters under this Agreement.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Goldman so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Goldman through The Depository Trust Company’s full fast transfer or DWAC programs. If Goldman so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, deliver or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several 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, deliver or cause to be delivered, a credit representing delivered to the Representatives for the accounts of the several Underwriters the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or Deposit/Withdrawal At Custodian (“DWAC”) programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Dateelects, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters 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 Selling Shareholders shall also deliver, or cause to be delivered, a credit representing delivered to the Representative for the accounts of the several Underwriters certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from them at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing through the Firm Offered Shares to an account or accounts at facilities of The Depository Trust Company as designated by (“DTC”) unless the Underwriters Lead Representatives shall otherwise instruct, to the Lead 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, a credit representing through the facilities of DTC unless the Lead Representatives shall otherwise instruct, to the Lead Representatives for the accounts of the several Underwriters, certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Lead Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters Lead 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, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the Representatives and the several Underwriters 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, a credit representing the Optional Offered Shares that the Representatives and the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the Representatives and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters Representatives so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company and the Selling Stockholders shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) at a location in San Francisco as the Underwriters Representatives may designate.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing to the Underwriter certificates for the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters 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, a credit representing to the Underwriter, certificates for the Optional Offered Shares that the Underwriters have Underwriter has agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If the foregoingUnderwriter so elects, delivery of the Offered Shares may be made by credit to the extent accounts designated by the Underwriters Underwriter though The Depository Trust Company’s full fast transfer or DWAC programs. If the Underwriter so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Underwriter.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company ("DTC") as designated by the Underwriters Representative for the accounts of the Representative and the several Underwriters 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, a credit representing the Optional Offered Shares that the Representative and the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company DTC as designated by the Underwriters Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters Representative so elect elects at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) at a location in San Francisco as the Underwriters Representative may designate.

Delivery of the Offered Shares. The Company shall deliver, deliver or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the several 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, deliver or cause to be delivered, a credit representing delivered to the Representative for the accounts of the several Underwriters the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or Deposit/Withdrawal At Custodian (“DWAC”) programs. If Lake Street so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Dateelects, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Offered Shares to be purchased by the Underwriter hereunder shall be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Fxxxxx for the accounts account of the several Underwriters 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, by causing DTC to credit the Firm Shares to the account of the Underwriters at DTC. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Option Shares that the Underwriters have agreed to purchase at the First Closing Date or an Option Closing Date, as the case may be, to an account or accounts at The Depository Trust Company as designated by the Underwriters Fxxxxx for the accounts account of the several Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding , by causing DTC to credit the foregoing, Option Shares to the extent account of the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may beDTC. In such case, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Fxxxxx shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters Fxxxxx 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 Offered Shares to be purchased by the Underwriter hereunder shall be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters Underwriter 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, by causing DTC to credit the Firm Shares to the account of the Underwriter at DTC. The Company shall also deliver, or cause to be delivered, a credit representing the Optional Offered Option Shares that the Underwriters have Underwriter has agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second First Closing Date or an Option Closing Date, as the case may be, to the Underwriter, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding , by causing DTC to credit the foregoing, Option Shares to the extent account of the Underwriters so elect Underwriter at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may beDTC. In such case, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Underwriter.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing to the Underwriter certificates for the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters 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, a credit representing to the Underwriter certificates for the Optional Offered Shares that the Underwriters have Underwriter has agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If the foregoingUnderwriter so elects, to delivery of the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and may be made by credit to an account designated by the Optional Offered Shares Underwriter through The Depository Trust Company’s full fast transfer or DWAC programs. If the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseUnderwriter so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Underwriter shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Underwriter.

Delivery of the Offered Shares. The Company shall deliver, deliver or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several 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, deliver or cause to be delivered, a credit representing delivered to the Representatives for the accounts of the several Underwriters the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from it at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or Deposit/Withdrawal At Custodian (“DWAC”) programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Dateelects, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the Representative and the several Underwriters at the First Closing Date, against the irrevocable release receipt 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, a credit representing the Optional Offered Shares that the Representative and the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the Representative and the several Underwriters, at the Second Closing Date, against the irrevocable release receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters Representative so elect elects at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters Representative may designate.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing through the Firm Offered Shares to an account or accounts at The facilities of the Depository Trust Company as designated by to the Underwriters 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from it at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 (i) deliver, or cause to be delivered to the Representatives for the accounts of the several Underwriters certificates for the Firm Shares, and (ii) physically deliver, or cause to be delivered, a credit representing to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by purchasers thereof the Underwriters for Pre-Funded Warrants in accordance with the accounts of the Underwriters Underwriters’ instructions, at the First Closing DateDate and duly pay any and all transfer taxes payable, including by the Underwriters, in connection with the delivery of the Firm Shares to the Underwriters, 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing certificates for the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters Representatives may designate; provided, however, that if the Company, upon the instruction of the Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). 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 (i) if applicable, deliver, or cause to be delivered, a credit representing through the Firm Offered Shares to an account or accounts at The facilities of the Depository Trust Company as designated by (“DTC”), unless the Underwriters Representatives otherwise instruct, to the Representatives for the accounts of the several Underwriters any Voting Shares included in the Firm Shares at the First Closing Date, and (ii) deliver, or cause to be delivered, to the Representatives the Non-Voting Shares included in the Firm Shares, registered in such names and in such names as the Representatives shall request in writing not later than the Closing Date for the respective accounts of the several Underwriters. The Company shall also deliver, or cause to be delivered, through the facilities of DTC, unless the Representatives otherwise instruct, to the Representatives for the accounts of the several Underwriters, 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 irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliverIf X.X. Xxxxxx Securities LLC so elects, or cause to be delivered, a credit representing delivery of any Voting Shares included in the Optional Offered Shares that may be made by credit to the Underwriters have agreed to purchase to an account or accounts at designated by X.X. Xxxxxx Securities LLC through The Depository Trust Company as designated by the Underwriters for the accounts Company’s full fast transfer or DWAC programs. The certificates of the Underwriters, at the Second Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Underwriters so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Non-Voting Shares in the offering to make payment for such shares on the Closing Day to the Company by wire transfer in immediately available funds to the account specified by the Company, in lieu of payment by the Underwriters for such shares, and the Company shall instruct the transfer agent to deliver such shares to such purchaser on the Closing Date against such payment, in lieu of the Company’s obligation to deliver such shares to the Underwriters; provided that, upon receipt by the Company of payment for the Non-Voting Shares, the Company shall promptly (but in no event later than the Closing Date), pay $ 1.15 per Non-Voting Share to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that any purchaser of the Non-Voting Shares in the offering fails to make payment to the Company for all or part of the Non-Voting Shares on the Closing Date, the Representatives may elect, by written notice to the Company, to receive Voting Shares in lieu of all or a portion of such Non-Voting Shares to be delivered to the Underwriters under this Agreement.

Delivery of the Offered Shares. The Company shall deliver, or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may beelects, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representatives for the accounts of the several 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 delivereddelivered to the Representatives for the accounts of the several Underwriters, a credit representing the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Dateelects, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form delivered and registered in such names and denominations as the Underwriters Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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 Shareholders severally shall deliver, or cause to be delivered, a credit representing delivered to the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Underwriters Representative for the accounts of the several Underwriters 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 Shareholders shall also severally deliver, or cause to be delivereddelivered to the Representative for the accounts of the several Underwriters, a credit representing the Optional Offered Shares that the Underwriters have agreed to purchase to an account or accounts at The Depository Trust Company as designated by the Underwriters for the accounts of the Underwriters, from them at the Second 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. Notwithstanding If Jefferies so elects, delivery of the foregoing, Offered Shares may be made by credit to the extent the Underwriters accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company shall deliver, or cause to be delivered, to the Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such caseelects, the certificates (if any) for the Offered Shares shall be in definitive form and registered in such names and denominations as the Underwriters Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second 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 Second applicable Option Closing Date, as the case may be) at a location in San Francisco New York City as the Underwriters 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.