Common use of Payment for the Offered Shares Clause in Contracts

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of the Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder hereunder and to hold such amounts for the account of the Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. (i) Payment for the Primary Offered Shares shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Secondary Offered Shares to be sold by the Selling Shareholder Stockholder shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Stockholder. (i) It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesEach of Cantor and Mizuho, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. . (ii) The Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Secondary Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder hereunder and to hold such amounts for the account of the Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholderhereunder.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Company shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by EQT Avatar Parent L.P. shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of EQT Avatar Parent L.P. Payment for the Offered Shares to be sold by the other Selling Shareholder Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Custodian. (ii) It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesEach of Jefferies and Mxxxxx Sxxxxxx, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The . (iii) Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesA.X. Xxxxxxx, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the each Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Company shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling Shareholder Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling ShareholderCustodian. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling Shareholder’s Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesUBS or Mxxxxxx Lxxxx, individually and not as the a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesEach of Jefferies and Xxxxxxxxxxx, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make pro rata payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholder shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesA.X. Xxxxxxx, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Selling Shareholder Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Custodian. i. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesEach of Jefferies and Xxxxx Xxxxxxx, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. ii. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by such Selling Stockholder to, and the Selling Shareholder to resale of the Offered Shares by, the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Shares and any Optional Offered Shares that the Underwriters have agreed to purchase. JefferiesJMP, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties duties, and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder hereunder, and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Firm Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (andby wire transfer of immediately available funds to the order of the Company. Payment for the Firm Shares to be sold by X. Xxxxxx shall be made at the First Closing Date by wire transfer of immediately available funds to the order of X. Xxxxxx. Payment for the Optional Shares to be sold by the Selling Stockholders, if applicable, shall be made at each Option Closing Date) Date by wire transfer of immediately available funds to the order of the Selling ShareholderStockholders. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesJefferies and X.X. Xxxxxx Securities LLC, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for the Firm Shares and any Offered Optional Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Company and each Selling Shareholder Stockholder hereby agrees agree that (i) it each Selling Stockholder will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Optional Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, the initial resales thereof by the Underwriters or otherwise in connection with the performance of the Company and such Selling ShareholderStockholder’s obligations hereunder hereunder. The Company and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder hereunder X. Xxxxxx hereby agree that X. Xxxxxx will pay all stock transfer taxes, stamp duties and to hold such amounts for the account of the Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (orother similar taxes, if applicableany, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of upon the sale of the Offered Shares. As promptly as practicable following or delivery of the items set forth Firm Shares to be sold by X. Xxxxxx to the several Underwriters, the initial resales thereof by the Underwriters or otherwise in subparagraphs (i) and (ii) above, but in any event no later than connection with the end performance of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) Company and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling ShareholderX. Xxxxxx’x obligations hereunder.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Selling Shareholder Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Custodian. (ii) It is understood that the Representative Mxxxxx Sxxxxxx has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesMxxxxx Sxxxxxx, individually and not as the a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Mxxxxx Sxxxxxx by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The . (iii) Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesXxxxxxxxxxx, individually and not as the Representative of the UnderwritersRepresentative, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative received by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Offered Shares and any Optional Offered Shares that the Underwriters have agreed to purchase. JefferiesJMP, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties duties, and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling Shareholder’s Stockholder's obligations hereunder hereunder, and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Company shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling Shareholder Shareholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Custodian. (i) It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesEach of Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, individually and not as the a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The . (ii) Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of the such Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder hereunder and to hold such amounts for the account of the such Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderShareholders shall be made, if applicable, at each Option Closing Date by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwritersindividually, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder hereby agrees agrees, severally and not jointly, that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of the such Selling Shareholder’s obligations hereunder hereunder, and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder hereunder and to hold such amounts for the account of the such Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. The Offered Shares are being sold to the Investors at an aggregate initial public offering price per Offered Share as set forth in the Prospectus. The purchase of Offered Shares by each of the Investors shall be evidenced by the receipt of funds in the Escrow Account (as defined below) and execution of a subscription agreement by each such Investor and the Company. On or prior to the date of the commencement of the Offering, the parties shall establish a non-interest-bearing deposit account with the Escrow Agent (as defined below), which account shall be entitled “[Continental Stock Transfer & Trust Company], as Escrow Agent for the Investors in China Eco-Materials Group Co. Limited” (the “Escrow Account”). In the event that any of the Underwriters receive any payment from an Investor in connection with the purchase of any Offered Shares by such Investor, such payment shall be promptly transmitted to and deposited into the Escrow Account, which shall be administered by [Continental Stock Transfer & Trust Company] (“Escrow Agent”) under the provisions of an escrow agreement (“Escrow Agreement”) among the Company, the Underwriters and the Escrow Agent and in compliance with Rule 15c2-4 of the Commission. Among other things, the Underwriters shall forward any checks so received by the Underwriters to the Escrow Agent by noon of the next business day. The Underwriters and the Company shall instruct Investors to make wire transfer payments to “[Continental Stock Transfer & Trust Company] as escrow agent for China Eco-Materials Group Co. Limited,” with the name and address of the Investor making payment. Payment by the Investors out of the Escrow Account for the Offered Shares to be sold by the Selling Shareholder Company shall be made at on the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order Company in compliance with Rule 15c2-4 of the Selling ShareholderCommission. It If the Minimum Amount is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date on or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of the Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder hereunder and to hold such amounts for the account of the Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of Offering Period, the Underwriters shall promptly instruct the Escrow Agent to, and the Company shall also return any such itemsfunds received, such amounts shall be transferred to the Selling Shareholder respective Investors. If, following a Closing on the Minimum Amount, additional funds are received in the Escrow Account or by wire transfer of immediately available funds to the same account to Company, but for which payment for the Offered Shares was made at the First a Closing Date (does not occur on or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by before the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date)Offering Period, the withheld amount Underwriters shall be transferred promptly instruct the Escrow Agent to, and the Company shall also return all such funds to the IRS and such transferred amount shall be treated for all purposes as having been paid to respective Investors whose funds remained in the Selling Shareholder. If Escrow Account or the Underwriters do deduct or withhold any such amountsCompany’s account, they shall provide documentary confirmation thereof to the Selling Shareholderrespectively.

Payment for the Offered Shares. (i) Payment for the Offered Primary Firm Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Primary Optional Shares, if any, to be sold by the Company shall be made at the applicable Option Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Secondary Offered Shares to be sold by the Selling ShareholderStockholder shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Selling Stockholder. Payment for the Secondary Optional Shares, if any, to be sold by the Selling Stockholder shall be made at the applicable Option Closing Date by wire transfer of immediately available funds to the order of the Selling Stockholder. (ii) It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesXxxxxxx Xxxxx & Co. LLC, SVB Leerink LLC, Xxxxx and Company, LLC and Evercore Group L.L.C., each individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. . (iii) The Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder hereunder and to hold such amounts for the account of the Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholderhereunder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholder shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by each Selling Shareholder shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the such Selling Shareholder. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of the such Selling Shareholder’s 's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder hereunder and to hold such amounts for the account of the such Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderShareholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder to the several Underwriters, Underwriters or otherwise in connection with the performance of the such Selling Shareholder’s 's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder hereunder and to hold such amounts for the account of the such Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholder shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Selling Shareholder Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Custodian. (i) It is understood that the Representative Jefferies has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Jefferies by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The . (ii) Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Company Shares shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling Shareholder Shareholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling ShareholderCustodian. It is understood that the Representative has Representatives have been authorized, for its each of their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesXxxxxxxxx, Xxxxx Jaffray and Xxxxx Fargo, each individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of the such Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder hereunder and to hold such amounts for the account of the such Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies[ ], individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees agrees, severally and not jointly, that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling Shareholder. Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. (ii) It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesJefferies and Pxxxx Xxxxxxx, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The . (iii) Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties, duties (including landholder duty and land-rich duty) and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. (i) Payment for the Primary Firm Shares to be sold by the Company shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Optional Shares, if any, to be sold by the Company shall be made at the applicable Option Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Secondary Offered Shares to be sold by the Selling Shareholder Stockholder shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Stockholder. (ii) It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Each of Jefferies, RBC and Xxxxxxx Xxxxx, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. . (iii) The Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Secondary Offered Shares to be sold by the Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder hereunder and to hold such amounts for the account of the Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholderhereunder.

Payment for the Offered Shares. The Offered Shares are being sold to the Investors at an aggregate initial public offering price per Offered Share as set forth in the Prospectus. The purchase of Offered Shares by each of the Investors shall be evidenced by the receipt of funds in the Offering Deposit Account (as defined below) and execution of a subscription agreement by each such Investor and the Company. On or prior to the date of the commencement of the Offering, the parties shall establish a non-interest-bearing deposit account with the Deposit Account Agent (as defined below), which account shall be entitled “FinTech Clearing, as Deposit Account Agent for the Investors in [Company Name ]” (the “Offering Deposit Account”). In the event that any of the Underwriter receive any payment from an Investor in connection with the purchase of any Offered Shares by such Investor, such payment shall be promptly transmitted to and deposited into the Offering Deposit Account, which shall be administered by FinTech Clearing, LLC, a broker-dealer registered with the Securities and Exchange Commission (“SEC”), having an xxxxxx xx 0 Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 XXX (“Deposit Account Agent”), in compliance with Rule 15c2-4 of the Commission. Among other things, the Underwriter shall forward any checks so received by the Underwriter to the Offering Deposit Account by noon of the next business day. The Underwriter and the Company shall instruct Investors to make wire transfer payments to “FinTech Clearing, LLC as deposit account agent for Consumer Capital Group Inc.,” with the name and address of the Investor making payment. Payment by the Investors out of the Offering Deposit Account for the Offered Shares to be sold by the Selling Shareholder Company shall be made at on the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order Company in compliance with Rule 15c2-4 of the Selling ShareholderCommission. It If the Minimum Amount is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date on or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of the Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Shareholder hereunder and to hold such amounts for the account of the Selling Shareholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of Offering Period, the Underwriter shall promptly instruct the Deposit Account Agent to, and the Company shall also return any such itemsfunds received, such amounts shall be transferred to the Selling Shareholder respective Investors. If, following a Closing on the Minimum Amount, additional funds are received in the Offering Deposit Account or by wire transfer of immediately available funds to the same account to Company, but for which payment for the Offered Shares was made at the First a Closing Date (does not occur on or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by before the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date)Offering Period, the withheld amount Underwriter shall be transferred promptly instruct the Deposit Account Agent to, and the Company shall also return all such funds to the IRS and such transferred amount shall be treated for all purposes as having been paid to respective Investors whose funds remained in the Selling Shareholder. If Offering Deposit Account or the Underwriters do deduct or withhold any such amountsCompany’s account, they shall provide documentary confirmation thereof to the Selling Shareholderrespectively.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Selling Shareholder Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Shareholder. Custodian. (ii) It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesEach of Jefferies and Xxxxxx Xxxxxxx, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The . (iii) Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling Shareholder. Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. i. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. JefferiesEach of Jefferies and Xxxxx Xxxxxxx, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. ii. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by such Selling Stockholder to, and the Selling Shareholder to resale of the Offered Shares by, the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the each Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the each Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling ShareholderCustodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling ShareholderStockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Each Selling Shareholder Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the such Selling Shareholder Stockholder to the several Underwriters, or otherwise in connection with the performance of the such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.

Payment for the Offered Shares. Payment for the Offered Company Shares to be sold by the Selling Shareholder Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Selling ShareholderStockholders Shares to be sold by the Selling Stockholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian. It is understood that the Representative Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, BMO and Xxxxx Fargo, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for the Firm Shares and any Offered Optional Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Company and each Selling Shareholder Stockholder hereby agrees that (i) it each Selling Stockholder will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Company and such Selling Shareholder Stockholder to the several Underwriters, the initial resales thereof by the Underwriters or otherwise in connection with the performance of the Company and such Selling ShareholderStockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Company and such Selling Shareholder Stockholder hereunder and to hold such amounts for the account of the Company and such Selling Shareholder Stockholder with the Custodian under the Custody Agreement. Notwithstanding anything to the contrary in this Agreement, the Selling Shareholder agrees that if the Company shall not have delivered to the Representative by the First Closing Date (or, if applicable, any Option Closing Date) (i) a certificate in the form of Exhibit F, dated not more than thirty (30) days prior to the First Closing Date (or, if applicable, any Option Closing Date), and (ii) proof of delivery to the United States Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2), then the Underwriters may deduct and withhold 10% of the gross proceeds (net of the underwriting discount but before deduction of any expenses) payable to the Selling Shareholder on account of the sale of the Offered Shares. As promptly as practicable following delivery of the items set forth in subparagraphs (i) and (ii) above, but in any event no later than the end of the second full business day following delivery of such items, such amounts shall be transferred to the Selling Shareholder by wire transfer of immediately available funds to the same account to which payment for the Offered Shares was made at the First Closing Date (or to such other account as is provided to the Representative at the time that delivery of the items set forth in subparagraphs (i) and (ii) above is made), provided, however, that if the items set forth in subparagraphs (i) and (ii) above are not provided by the end of the nineteenth (19th) day after the First Closing Date (or, if applicable, any Option Closing Date), the withheld amount shall be transferred to the IRS and such transferred amount shall be treated for all purposes as having been paid to the Selling Shareholder. If the Underwriters do deduct or withhold any such amounts, they shall provide documentary confirmation thereof to the Selling Shareholder.