Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $[____] per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of CSFBC, Eleven Madison Avenue, New York, New York, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLPCoolxx Xxxward LLP ("Coolxx Xxxward"), 000 One Xxxxxxxx Xxx. Xxxxx 000Xxxxx, Xxxxxx00xx Xxxxx, XX 00000Xxx Xxxxxxxxx, at 9:00 Xxxxxxxxxx, xx 10:00 A.M., (New York time), on October 28December __, 2022, 1999 or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”." For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the above office of CSFBC in New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the above office of Coolxx Xxxward in San Francisco, California. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Company, at a purchase price equal to 98.922of (i) 99.192% of the principal amount thereofof the 2027 Notes and (ii) 99.083% of the principal amount of the 2032 Notes plus, plus in each case, accrued interest, if any, from October 28March 2, 2022 to the Closing Date (as defined below)hereinafter defined) the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased or as provided herein. The Company understands that instructed by the Underwriters intend to make a public offering for the accounts of the Offered Securities as soon after several Underwriters in a form reasonably acceptable to the effectiveness of this Agreement as in the judgment Underwriters against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the Representatives Company at the office of Weil, Gotshal & Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX Xxx Xxxx, Xxx Xxxx 00000, at 9:00 A.M., (New York time), on October 28March 2, 2022, or at such other time not later than seven full business days Business Days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Offered Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Weil, Gotshal & Xxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein contained, and subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $10.67 per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representative for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as purchase price therefor in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to account designated by the Representatives drawn to Company and open for the order receipt of funds (and verification of the Representatives at receipt thereof) on the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000First Closing Date (as defined below), at 9:00 A.M., (New York time), on October 2816, 20222002, at the offices of Xxxxxx & Dodge LLP, Boston, Massachusetts, or at such other place and time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representative requests and will be made available electronically for inspection by checking and packaging at the Representatives office of The Depository Trust Company or its designated custodian at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and each of the Underwriters agrees, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative, but shall not be earlier than three (one in case the Optional Securities are to be delivered on the First Closing Date) nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters, against payment of the purchase price therefor in federal (same day) funds by wire transfer to a bank account designated by the Company and open for the receipt of funds (and verification of the receipt thereof) on the Optional Closing Date, at the above offices of Xxxxxx & Dodge LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representative requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of The Depository Trust Company or its designated custodian at a reasonable time in advance of such Optional Closing Date. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.125 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any the Firm Securities through the facilities of DTC for the accounts of the Offered Securities except upon several Underwriters against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives drawn Representatives. The documents to the order of the Representatives be delivered hereunder shall be delivered at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at 8:00 a.m., Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28September 30, 20222013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price of $24.125 per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC for the account of the several Underwriters against payment of the purchase price by the several Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, each Selling Shareholder agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from each Selling Shareholder at a purchase price of $18.72 per share, the Company number of Firm Securities set forth below the respective principal amount name of such Selling Shareholder and opposite the name of such Underwriter in Schedule A hereto. The purchase price payable by the Underwriters shall be reduced by (i) any transfer taxes duly paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law. Each Selling Shareholder will deliver the applicable number of Firm Securities being sold by such Selling Shareholder to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank of such Selling Stockholder acceptable to the Representatives drawn to the order of such Selling Shareholder, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on December 21, 2010, or at such other time not later than seven full business days thereafter as the Representatives and the Selling Shareholders determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available upon request for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal bears to 98.922% the total number of Firm Securities (subject to adjustment by the principal amount thereof, plus accrued interestRepresentatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments, if any, made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from October 28, 2022 time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Selling Shareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as defined belowa “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will not be obligated deliver the Optional Securities being purchased on each Optional Closing Date to deliver any or as instructed by the Representatives for the accounts of the Offered Securities except upon several Underwriters, in a form reasonably acceptable to the Representatives against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company, at the above office of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian The certificates for the Depository Trust Company (“DTC”), for the account Optional Securities being purchased on each Optional Closing Date or evidence of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes their issuance will be made available electronically for inspection by checking at the Representatives above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to the several Underwriters the number of shares of Firm Securities set forth opposite the name of the Company or such Selling Stockholder on Schedule B hereto, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $[ ] per share, the respective principal amount number of the Offered shares of Firm Securities set forth below the caption "Company" or "Selling Stockholder" as the case may be, and opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company and the Selling Stockholders will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at 10 a.m., Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28[ ], 2022, 2007 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian offering. In addition, upon written notice from the Representatives given to the Company and Solimar from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Depository Trust Company (“DTC”), Firm Securities. Such Optional Securities shall be purchased from Solimar for the account of each Underwriter in the Underwriters, same proportion as the number of one or more global notes representing each series Firm Securities set forth opposite such Underwriter's name bears to the total number of the Offered Firm Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection subject to adjustment by the Representatives at least 24 hours prior to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and Solimar. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. Solimar will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank checks or wire transfers to accounts at banks acceptable to the Representatives drawn to the order of the Solimar, at the above office of Cravath, Swaine & Xxxxx LLP.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $[____] per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of CSFBC, Eleven Madison Avenue, New York, New York, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Representatives Company at the office of Xxxxxx Gray Xxxy Xxxx & Xxxxxxx LLPXreldenrich LLP ("GCWF"), 000 400 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Palo Alto, California, at 9:00 10:00 A.M., (New York time), on October 28[__________________], 2022, 2000 or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”." For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the above office of CSFBC in New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the above office of GCWF in Palo Alto, California. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Company, at a purchase price equal to 98.922of 97.00% of the principal amount thereof, thereof plus accrued interest, if any, interest from October 2823, 2022 2012 to the First Closing Date (as defined below)hereinafter defined) of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Credit Suisse Securities (USA) LLC (“Credit Suisse”) drawn to the order of the Representatives Company at the office of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxxxxx Xxxxxxxxx Xxx. Xxxxx 000, XxxxxxXxx Xxxx, XX Xxx Xxxx 00000, at 9:00 A.M., (New York time), on October 2823, 20222012, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total principal amount of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $97 per Unit, that number of Firm Securities (rounded up or down, as determined by the respective principal amount Representatives, in their discretion, in order to avoid fractions) obtained by multiplying the total number of Firm Securities by a fraction, the Offered numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% and the denominator of which is the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)total number of Firm Securities. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made by accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company, at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000Xxxxxx Xxxxxx, XxxxxxXxx Xxxx, XX 00000-0000, at 9:00 10:00 A.M., (New York time), on October 28November 21, 2022, 2014 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”.” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for offering. Delivery of the Depository Offered Securities shall be made through the facilities of The Depositary Trust Company (“DTC”)) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company on or after the Closing Date, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Unit to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the Underwriters, same proportion as the number of one or more global notes representing each series Firm Securities set forth opposite such Underwriter’s name bears to the total number of the Offered Firm Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection subject to adjustment by the Representatives at least 24 hours prior to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than the twelfth (12th) calendar day following the First Closing Date. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Cravath, Swaine & Xxxxx LLP. Delivery of the Optional Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Company, at a purchase price equal to 98.922of 99.350% of the principal amount thereof, thereof plus accrued interestinterest from July 16, if any2010, from October 28, 2022 to the Closing Date (as defined belowhereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased or as provided herein. The Company understands that instructed by the Underwriters intend to make a public offering Representatives for the accounts of the Offered Securities as soon after several Underwriters in a form reasonably acceptable to the effectiveness of this Agreement as in the judgment Representatives against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Representatives Company at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000Xxxxxx Xxxxxx, XxxxxxXxx Xxxx, XX 00000, -0000 at 9:00 A.M.a.m., (New York time), on October 28July 16, 20222010, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Offered Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Selling Securityholder agrees to sell the Firm Securities to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Selling Securityholder, at a purchase price of $13.44 per share, the respective principal amount number of the Offered shares of Firm Securities (subject to such adjustments to eliminate fractional shares as you may determine) set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.922% opposite the name of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)such Underwriter. The Company Selling Securityholder will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable the accounts specified by the Selling Securityholder to the Representatives in writing at least 48 hours in advance and drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Selling Securityholder, at 9:00 10:00 A.M., (New York time), on October 28November 20, 20222018, or at such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Selling Securityholder determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Securityholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Selling Securityholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Securityholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Securityholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to the accounts specified by the Selling Securityholder to the Representatives drawn to the order of the Selling Securityholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at a purchase price of $[ - ] per share, that number of U.S. Firm Securities (rounded up or down, as determined by CSFBC in its discretion, in order to avoid fractions) obtained by multiplying the Company the respective principal amount number of the Offered U.S. Firm Securities set forth opposite the name of such Underwriter’s Selling Stockholder in Schedule B hereto by a fraction the numerator of which is the number of U. S. Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto at a price equal to 98.922% and the denominator of which is the total number of U.S. Firm Securities. Each of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 Selling Stockholders will deliver the U.S. Firm Securities to the Closing Date (as defined below). The Company will not be obligated to deliver any Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as purchase price in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) immediately available funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of each of the Representatives Selling Stockholders at the office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Moorx ("Xnderwriters' Counsel"), at 9:00 A.M.10:00 a.m., (New York time), on October 28, 2022[ - ], or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company Selling Stockholders determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against delivery to as amended (the Trustee as custodian for the Depository Trust Company (“DTC”"Exchange Act"), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing Date.First Closing

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Company, (i) at a purchase price equal to 98.922of 99.166% of the principal amount thereof, thereof plus accrued interestinterest from March 22, if any, from October 28, 2022 2005 to the Closing Date (as defined below)hereinafter defined) the respective principal amounts of 5.00% Notes set forth opposite the names of the Underwriters in Schedule A hereto; (ii) at a purchase price of 99.800% of the principal amount thereof plus accrued interest from March 22, 2005 to the Closing Date (as hereinafter defined) the respective principal amounts of the Floating Rate Notes due March 20, 2008 set forth opposite the names of the Underwriters in Schedule A hereto; and (iii) at a purchase price of 99.650% of the principal amount thereof plus accrued interest from March 22, 2005 to the Closing Date (as hereinafter defined) the respective principal amounts of the Floating Rate Notes due March 22, 2012 set forth opposite the names of the Underwriters in Schedule A hereto. The Company will not be obligated to deliver any against payment of the purchase price of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment form of one or more permanent global Securities (the Representatives is advisable, “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (the “DTC”) and initially to offer the Offered Securities on the terms set forth registered in the Final name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Washington Mutual, Inc. at the their office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 10 A.M., (New York time), on October 28March 22, 20222005, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account DTC of the Underwriters, of one or more global notes Global Securities representing each series all of the Offered Securities (collectively, the “Global Notes”)Securities. The Global Notes Securities will be made available electronically for inspection by checking at the Representatives office of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Selling Stockholder agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Selling Stockholder, at a purchase price of $27.93 per share, the respective principal amount numbers of the Offered Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal hereto. The Selling Stockholder will deliver the Firm Securities to 98.922% the Representatives for the accounts of the principal amount thereofUnderwriters, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any against payment of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Representatives Seismic Energy Holdings, Inc. at the office of Xxxxxx & Xxxxxxx LLPXxxxx Xxxxx L.L.P., Xxx Xxxxx Xxxxx, 000 Xxxxxxxx Xxx. Xxxxxxxxx, Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28December 20, 20222000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, Selling Stockholder determine such time being herein referred to as the “"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date”, against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives office of ComputerShare Investor Services, LLC, 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over- allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of Seismic Energy Holdings, Inc., at the above office of Xxxxx Xxxxx L.L.P. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of ComputerShare Investor Services, LLC at a reasonable time in advance of such Optional Closing Date. Certificates in negotiable form for the Offered Securities have been placed in custody, for delivery under this Agreement under a Custody Agreement made with ComputerShare Investor Services, LLC, as custodian ("CUSTODIAN"). Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to the several Underwriters the number of Firm Securities set forth opposite the name of the Company or such Selling Stockholder on Schedule B hereto, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price of $[•] per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any and the Custodian, on behalf of the Offered Securities except upon payment for all Selling Stockholders will deliver the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the New York, New York, office of Xxxxxx Cravath, Swaine & Xxxxxxx Mxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., 10:00 A.M. (New York timeEST), on October 28[•], 2022, 2007 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian offering. The certificates for the Depository Trust Company (“DTC”)Firm Securities will be in definitive form, for in such denominations and registered in such names as the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes Representatives request and will be made available electronically for inspection by checking and packaging at the Representatives above office of Cravath, Swaine & Mxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the numbers of shares of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction, the numerator of which is the numbers of shares of Optional Securities set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of shares of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Certificates in negotiable form for the Stockholder Securities and the Optional Securities to be sold by the Management Stockholders and the Other Stockholders hereunder have been placed in custody, for delivery under this Agreement, pursuant to the Custody Agreements. Each such Selling Stockholder agrees that the shares represented by the certificates held in custody for it under its Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Optional Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall not be (a) earlier than the First Closing Date or two full business days after nor (b) later than five full business days after notice of election to purchase Optional Securities is given. The Custodian and the Onex Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of shares sold by the Management Stockholders and the Other Stockholders and [ ] in the case of shares sold by the Onex Stockholders, at the New York, New York office of Cravath, Swaine & Mxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Mxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of U.S. $87.00 per share plus accumulated dividends from June 20, 2011 to the First Closing Date, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the several Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate as instructed by the Representative in a form reasonably acceptable to the Representative against payment of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and acceptable to the Representatives Representative drawn to the order of the Representatives Company at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at 10:00 a.m., Xxxxxx, XX 00000, at 9:00 A.M., (New York City time), on October 28June 20, 2022, 2011 or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. It is understood that the Underwriters propose to offer the Firm Securities for sale as set forth in the Final Prospectus. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustments by the Representative to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Underwriters in United States dollars in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at 10:00 a.m. (New York City time) on the Optional Closing Date against delivery to or as instructed by the Representative for the account of the several Underwriters of the Optional Securities in a form reasonably acceptable to the Representative. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.2125 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal hereto; provided that with respect to 98.922% an aggregate of 200,000 of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 Firm Securities which are to be allocated at the Closing Date (as defined below). The Company will not be obligated to deliver any direction of the Offered Securities except upon payment for all Company to entities affiliated with the Offered Securities to be purchased as provided herein. The Company understands that Tsakos Holdings Foundation (the “Tsakos Family Shares”), the Underwriters intend to make a shall purchase such Tsakos Family Shares at the public offering price of the Offered Securities $25.00 per share, as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that will deliver the Underwriters may offer and sell Offered Firm Securities to or through any affiliate the facilities of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment DTC for the Offered Securities shall be made accounts of the several Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives drawn Representatives. The documents to the order of the Representatives be delivered hereunder shall be delivered at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at 10:00 a.m., Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28April 29, 20222015, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price of $24.2125 per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC for the account of the several Underwriters against payment of the purchase price by the several Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $_____ per share, the respective principal amount number of the Offered shares of U.S. Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the U.S. Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as purchase price in the judgment of the Representatives is advisable, and initially to offer the Offered Securities funds available on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds day by wire transfer to an the account of the Company at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") or by official Federal Reserve Bank check or checks drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLPXxxxx Xxxxxxxxxx, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 000001301 Avenue of the Americas, at 9:00 10 A.M., (New York time), on October 28_________, 2022, 1997 or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)U.S. Offering and the International Offering. The Global Notes certificates for the U.S. Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives office of CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectuses, the Underwriters may purchase all or less than all of the U.S. Optional Securities at the purchase price per Security to be paid for the U.S. Firm Securities. The U.S. Optional Securities to be purchased by the Underwriters on any Optional Closing Date shall be in the same proportion to all the Optional Securities to be purchased by the Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Shares. The Company agrees to sell to the Underwriters the number of shares of U.S. Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such U.S. Optional Securities. Such U.S. Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of U.S. Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of U.S. Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the U.S. Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of the Underwriters and the Managers to the Company. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters and Managers pursuant to the terms of CSFBC's instructions to the Company. Each time for the delivery of and payment for the U.S. Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in funds available on the same day by wire transfer to the account of the Company at a bank acceptable to CSFBC or by official Federal Reserve Bank check or checks drawn to the order of the Company, at the office of CSFBC. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of CSFBC at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $__________ per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Representatives Company at the office of Xxxxxx Mayex, Xxowx & Xxxxxxx LLPXlatx, 000 Xxxxxxxx Xxx. Xxxxx 000, XxXxxxx Xxxxxx, XX Xxxxxxx, Xxxxxxxx 00000, at xx 9:00 A.M., (New York time), on October 28_______________ ___, 20222000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date”, against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives at above office of Mayex, Xxowx & Xlatx xx least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company, at the above office of Mayex, Xxowx & Xlatx. Xxe certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Mayex, Xxowx & Xlatx xx a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $36.645 per share, the respective principal amount number of the Offered shares of U.S. Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the U.S. Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same dayday funds) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Representatives CalEnergy Company, Inc. at the office offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxx Xxxx, Xxx Xxxx, at 9:00 10:00 A.M., (New York time), on October 2817, 2022, 1997 or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the U.S. Firm Securities sold pursuant to the Trustee as custodian offering. The certificates for the Depository Trust Company (“DTC”)U.S. Firm Securities so to be delivered will be in definitive form, for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives office of CSFBC, at the address set forth on the first page hereof, at least 24 hours prior to the First Closing Date.. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the initial public

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[—] per ADS (representing the initial public offering price less underwriting discounts and commissions), the respective principal amount number of the Offered Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto hereto, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof (rounded up or down at a price equal to 98.922% the discretion of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 Representatives to the Closing Date (as defined belowavoid fractions). The Company will not be obligated agrees to deliver any of the Offered Securities except upon payment for all the Offered Securities or cause to be purchased as provided herein. The Company understands that delivered the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters through the facilities of DTC in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York [—]a.m. U.S. Eastern time), on October 28[—], 20222011, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”.” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Xxxxx Xxxx & Xxxxxxxx at 18/F, the Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the Optional Securities and such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company agrees to deliver or cause to be delivered the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of Xxxxx Xxxx & Xxxxxxxx at 18/F, the Hong Xxxx Xxxx Xxxxxxxx, 0X Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company and the Selling Shareholder agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholder, at a purchase price of $12.04 per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth below the caption "COMPANY" or "SELLING SHAREHOLDER," as the case may be, and opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)I hereto. The Company and the Selling Shareholder will not be obligated deliver the Firm Securities, with transfer taxes thereon duly paid, to deliver any the Representatives in book entry form through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the Offered Securities except upon Underwriters against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at First Union Bank in Baltimore, Maryland, in connection with the closing of such transactions, at the office of Xxxxxx Morgan, Lewis & Xxxxxxx Bockius LLP, 000 Xxxxxxxx Xxx. Xxxxx 000Philadelphia, Xxxxxx, XX 00000Pennsylvania, at 9:00 10:00 A.M., (New York time)Xxx Xxxx xxme, on October 28xx Xxxch 5, 20222002, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse First Boston Corporation ("CSFBC") and the Company determine, such time being herein referred to as the “"FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Prior to the First Closing Date”, against delivery the Company will also deliver the form of fully registered global certificate that will be deposited with DTC for the Firm Securities that the several Underwriters have agreed to purchase hereunder. In addition, upon written notice from CSFBC given to the Trustee Company from time to time not more than 30 days subsequent to the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the NYSE is open for trading), the Underwriters may purchase all or less than all of the Optional Securities at the per share purchase price (including any accumulated dividends thereon to the related Optional Closing Date (as custodian hereinafter defined)) to be paid for the Depository Trust Firm Securities. The Underwriters shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. Such Optional Securities shall be purchased from the Company (“DTC”), for the account of each Underwriter in the Underwriters, same proportion as the number of one or more global notes representing each series shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Offered Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company and the Selling Shareholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE," which may be the First Closing Date (collectivelythe First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased, with transfer taxes thereon duly paid, to the Representatives in book entry form through the facilities of the DTC on each Optional Closing Date for the accounts of the several Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account of the Company, in connection with the closing of the transactions, at the above office. Prior to each Optional Closing Date, the “Global Notes”). The Global Notes Company will also deliver the form of fully registered global certificate that will be made available electronically deposited with DTC for inspection by the Representatives at least 24 hours prior Optional Securities that the several Underwriters have agreed to the Closing Datepurchase hereunder.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the respective principal amount Representatives in their discretion, in order to avoid fractions) obtained by multiplying 8,333,334 Firm Securities by a fraction the numerator of which is the Offered number of Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% and the denominator of which is the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)total number of Firm Securities. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company, at the New York, New York, office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., A.M. (New York City time), on October 28November , 20222007, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian offering. The certificates for the Depository Trust Company (“DTC”)Firm Securities will be in definitive form, for in such denominations and registered in such names as the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes Representatives request and will be made available electronically for inspection by checking and packaging at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the New York, New York office of Cravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $12.3825per share thereof, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representatives Credit Suisse drawn to the order of the Representatives Company at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 10:00 A.M., (New York time), on October 28June 3, 20222009, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. Delivery of the Firm Securities shall be made through the facilities of The Depository Trust Company unless the Lead Underwriter shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, against delivery which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Trustee as custodian for Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx LLP. Delivery of the Optional Securities being purchased on each Optional Closing Date shall be made through the facilities of The Depository Trust Company (“DTC”), for unless the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing DateLead Underwriter shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $25.21 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto hereto. At 9:00 am (Central time) on February 6, 2015, or at a price equal such other time not later than seven full business days thereafter as the Representative and the Company determine (such time being herein referred to 98.922% as the “First Closing Date”), the Company will deliver the Firm Securities to the Representative at the office of Xxxxxx & Xxxxxxx LLP, Houston, Texas (the “Closing Location”), counsel for the Underwriters, or through the facilities of DTC, in either case for the accounts of the principal amount thereofseveral Underwriters, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any against payment of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price therefor by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable designated by the Company to the Representatives drawn Representative prior to the order First Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to this Agreement. A meeting will be held at the Closing Location at or about 5:00 p.m., New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the Representatives documents to be delivered pursuant to this Agreement will be available for review by the parties hereto. From time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, upon written notice from the Representative given to the Company setting forth the aggregate number of shares of Optional Securities as to which the Underwriters are exercising the option and the time and place at which such Optional Securities will be delivered. The Company agrees to issue and sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given to the Company. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000Houston, XxxxxxTexas, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian counsel for the Depository Trust Company (“DTC”), for the account of the Underwriters, or through the facilities of one or more global notes representing each series DTC, in either case for the accounts of the Offered Securities several Underwriters, against payment of the purchase price therefor by the Underwriters in Federal (collectively, same day) funds by wire transfer to an account at a bank designated by the “Global Notes”)Company to the Representative prior to each such Optional Closing Date. The Global Notes A meeting will be made held at the Closing Location at or about 5:00 p.m., New York City time, on the business day next preceding such Optional Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to this Agreement will be available electronically for inspection review by the Representatives at least 24 hours prior to the Closing Dateparties hereto.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $30.6956 per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representative for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to specified by the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 10:00 A.M., (New York time), on October 28March 23, 20222004, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse First Boston (Europe) Limited (“CSFB”) and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities will be delivered through the facilities of the Depository Trust Company, in such denominations and registered in such names as CSFB requests. The closing will be held at the offices of Cravath, Swaine & Xxxxx LLP. In addition, upon written notice from CSFB given to the Company on a date which is not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name on Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised as specified in the first sentence of this paragraph and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFB to the Company. At the time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date”, against delivery which may be the First Closing Date (the First Closing Date and the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on the Optional Closing Date to the Trustee as custodian Representative for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company. The Optional Securities being purchased on the Optional Closing Date will be delivered in definitive form through the facilities of the Depository Trust Company (“DTC”)Company, for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours in such denominations and registered in such names as CSFB requests upon reasonable notice prior to the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share, the respective principal amount number of the Offered Firm ------- Securities set forth below the caption "Number of Firm Securities to be Sold by the Company" and opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Underwriters, against payment of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the Representatives Company in the case of the Firm Securities at the office of Xxxxxx & Xxxxxxx LLPXxxxx Xxxxx L.L.P., 000 Xxxxxxxx Xxx. Xxxxx 000Xxxxxxxxx Xxxxxx, XxxxxxXxxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 202220 , or at such other ---------- -- -- time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “"First Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account ". For purposes of Rule 15c6-1 of the Underwriters1934 Act Regulations, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of one or more global notes representing each series funds and delivery of securities for all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Underwriters request and will be made available electronically for inspection by checking and packaging at the Representatives above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Underwriters given to the Company not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities in Schedule A hereto (subject to adjustment by the Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised no more than once and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriters to the Company. The time for the delivery of and payment for the Optional Securities, being herein referred to as the "Optional Closing Date", which may be the First Closing Date (the First Closing Date and the Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. On the Optional Closing Date, the Company will deliver the Optional Securities being purchased on the Optional Closing Date to the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the Company, at office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000. The certificates for the Optional Securities being purchased on the Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriters request upon reasonable notice prior to the Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $_____ per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.922% the names of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)Underwriters in SCHEDULE A hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of CSFBC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Representatives Company at the office of Xxxxxx Fenwick & Xxxxxxx West LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Two Xxxx Xxxx Xxxxxx, Xxxx Xxxx, XX 00000, 00000 at 9:00 _____ A.M., (New York time), on October 28________________, 20221999, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date”, against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the above office of CSFBC in New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company, at the above office of Fenwick & West LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinthe Company agrees to sell to the Underwriters, agreesand the Underwriters agree, severally and not jointly, to purchase from the Company the respective principal amount numbers of the Offered Securities shares of Firm Stock set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a hereto. The purchase price equal per share to 98.922% of be paid by the principal amount thereof, plus accrued interest, if any, from October 28, 2022 Underwriters to the Closing Date Company for the Stock will be $8.93 per share (as defined belowthe “Purchase Price”). The Company will not be obligated deliver the Stock to deliver any the Representatives for the respective accounts of the Offered Securities except upon several Underwriters, through the facilities of The Depository Trust Company issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as aggregate Purchase Price therefor by wire transfer in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to specified by the Representatives drawn Company payable to the order of the Representatives Company. Time shall be of the essence, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxthe obligations of each Underwriter hereunder. Xxxxx 000, Xxxxxx, XX 00000, The time and date of the delivery and closing shall be at 9:00 10:00 A.M., (New York time), on October 28July 24, 20222020, in accordance with Rule 15c6-1 of the Exchange Act, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, mutually agree. The time and date of such time being payment and delivery are herein referred to as the “Closing Date”.” The Closing Date and the location of delivery of, against delivery and the form of payment for, the Stock may be varied by agreement between the Company and the Representatives. The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Trustee as custodian for Underwriters the Depository Trust number of shares of Optional Stock specified in the written notice delivered by the Representatives to the Company (“DTC”)described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company and for the account of each Underwriter in the Underwriters, same proportion as the number of one or more global notes representing each series shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the Offered Securities total number of shares of Firm Stock (collectively, subject to adjustment by the “Global Notes”Representatives to eliminate fractions). The Global Notes will option granted hereby may be made available electronically for inspection exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Representatives at least 24 hours prior to the Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.2125 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 A.M.10:00 a.m., (New York time), on October 28September 11, 20222014, or at such other time not later than seven three full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of 99.728% of the principal amount thereof, the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name the names of the several Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any against payment of the Offered Securities except upon payment for all purchase price the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend by each Underwriter hereunder and to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as be offered and sold by each Underwriter in the judgment form of one or more global securities in registered form without interest coupons (the Representatives is advisable, “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and initially to offer the Offered Securities on the terms set forth registered in the Final name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters Representatives in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Company, at 9:00 A.M.10:00 a.m., (New York time), on October 28April 12, 20222018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, ,” against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account DTC of the UnderwritersGlobal Securities. Certificates, of one or more global notes representing each series legal opinions and other documents evidencing the performance and satisfaction by the Company of the Offered Securities (collectivelyconditions and covenants to be performed and satisfied by it hereunder shall be delivered to the Representatives at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, the “Global Notes”)0000 Xxxxxxxx, Xxx Xxxx, XX 00000. The Global Notes Securities will be made available electronically for inspection by the Representatives checking at such offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $[-] per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of Cravath, Swaine & Xxxxx, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Representatives [AppNet Systems, Inc.] at the office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxxx, at 9:00 A.M.10:00 a.m., (New York time), on October 28[-], 20221999, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Cravath, Swaine & Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Cravath, Swaine & Xxxxx, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of AppNet Systems, Inc., at the above office of Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx, at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Company, at a purchase price equal to 98.922of 99.114% of the principal amount thereof, thereof plus accrued interestinterest from April 15, if any, from October 28, 2022 2014 to the Closing Date (as defined below)hereinafter defined) of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased or as provided herein. The Company understands that instructed by the Underwriters intend to make a public offering Representatives for the accounts of the Offered Securities as soon after several Underwriters in a form reasonably acceptable to the effectiveness of this Agreement as in the judgment Representatives against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Shearman & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Sterling LLP at 500 Xxxxxxxxx Xxxxxx, XX Xxx Xxxx, Xxx Xxxx, 00000, at 9:00 A.M., (New York time), on October 28April 15, 20222014, or at such other time not later than seven full business days thereafter as the Representatives and the Company mutually determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Offered Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Shearman & Sterling LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of Cravath, Swaine & Xxxxx, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Representatives Greenwich Technology Partners, Inc. at the office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxxx, at 9:00 10:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6- 1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Cravath, Swaine & Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Cravath, Swaine & Xxxxx, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of Greenwich Technology Partners, Inc., at the above office of Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amount of Company, with respect to the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Securities, at a purchase price equal to 98.922of 99.750% of the principal amount thereof, thereof plus accrued interest, if any, from October 28November 13, 2022 2020 to the Closing Date (as defined belowthe “Purchase Price”), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters on Schedule A hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Representative for the accounts of the Underwriters intend to make a public offering in the form of one or more permanent global securities in definitive form (the “Offered Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC, against payment of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriterapplicable Purchase Price. Payment for the Offered Securities shall be made by the Underwriters through the Representative in Federal (same day) funds by wire transfer to an account at a bank acceptable to specified by the Representatives drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, Company at 9:00 A.M., a.m. (New York time), on October 28November 18, 20222020 at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “Closing Date”, ,” against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series DTC of the Offered Global Securities (collectively, representing all of the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing DateOffered Securities.

Purchase, Sale and Delivery of Offered Securities. The On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein, the Company agrees to sell to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of US$11.75 per ADS, the respective principal amount number of the Offered Firm Primary Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% hereto. The Offered Securities will be offered in the United States through the Underwriters, either directly or indirectly through their U.S. broker-dealer affiliates, or such other registered dealers as may be designated by the Underwriters. On the basis of the principal amount thereofrepresentations and warranties contained in this Agreement, plus accrued interest, if any, from October 28, 2022 and subject to the Closing Date terms and conditions herein and in the ADS Lending Agreements, the Company agrees to issue Shares and to lend to the Borrowers, and the Borrowers agree to borrow from the Company, severally and not jointly, the Borrowed Securities up to the Maximum Number of ADSs in their respective ADS Lending Agreements. The Borrowers agree to borrow from the Company initially the respective number of ADSs set forth opposite the name of such Borrower in Schedule E (as defined belowthe “Initial Borrowed Securities”). The Company will not be obligated to deliver any of (i) the Offered Securities except upon payment for all ADRs evidencing the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Primary Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) day funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company, and (ii) the ADRs evidencing the Initial Borrowed Securities to or as instructed by the Borrowers in accordance with the ADS Lending Agreements at the Hong Kong office of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York Eastern time), on October 286, 20222014, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes ADRs so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Special Administrative Region, People’s Republic of China, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Primary Securities at the purchase price per ADS to be paid for the Firm Primary Securities. The Company agrees to sell to the Underwriters the number of Optional Primary Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Primary Securities. Such Optional Primary Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Primary Securities set forth opposite such Underwriter’s name bears to the total number of Firm Primary Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Primary Securities shall be sold or delivered unless the Firm Primary Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Primary Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. On or prior to the 30th calendar day from the date hereof, any Borrower may give one Borrowing Notice (as defined in the ADS Lending Agreements) with respect to a number of ADSs specified in such Borrowing Notice, up to the Maximum Number of ADSs (as defined in the ADS Lending Agreements to which such Borrower is a party, such number of ADSs, the “Additional Borrowed ADSs”)) in the aggregate. In accordance with the ADS Lending Agreements, delivery of the ADSs specified in a Borrowing Notice shall be made on or before the Cutoff Time (as defined in the ADS Lending Agreements) on the date specified in the Borrowing Notice (which will be no earlier than the third business day after the date of such Borrowing Notice), or at such other time on the same or such other date as such Borrower, and the Company shall agree in writing. The time and date of the delivery of Optional Primary ADSs or Additional Borrowed ADSs are herein referred to as a “Optional Closing Date” and with the First Closing Date and the Optional Closing Date, being sometimes referred to as a “Closing Date”. An Optional Closing Date shall be not earlier than two nor later than five full business days after written notice of election to purchase Optional Primary Securities or Borrowing Notice with respect to the Additional Borrowed ADSs is given. The Company will deliver (i) the ADRs evidencing the Optional Primary Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, or (ii) the ADRs evidencing the Additional Borrowed Securities being borrowed on each Optional Closing Date to or as instructed by the Borrowers in accordance with the ADS Lending Agreements at the Hong Kong office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. The ADRs so to be delivered on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Special Administrative Region, People’s Republic of China, at a reasonable time in advance of such Optional Closing Date. The documents to be delivered on any Closing Date on behalf of the parties hereto pursuant to Section 7 hereof shall be delivered at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Special Administrative Region, People’s Republic of China, and the ADSs shall be delivered at the office of DTC, all on the applicable Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $17.62 per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as purchase price in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives United States Steel Corporation at the office of Xxxxxx Simpson Thacher & Xxxxxxx LLPBartlett, 000 Xxxxxxxx Xxx. Xxxxx 000425 Lexington Avenue, XxxxxxNew York, XX 00000, at 9:00 A.M., (New York time)at 00:00 X.X., on October 28Xxw Yxxx xxxx, 2022xx Xxx 00, or at such other time not 0000, xx xx xxxx xxxxx xxxx xot later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date”, against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available electronically for inspection by the Representatives checking and packaging at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters at the office of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York, axxxxxx xxxxxxx of xxx xxxxhaxx xxxxx xxxxxxxx xx xxxxxxx (xxxx xxx) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of United States Steel Corporation, at the above office of Simpson Thacher & Bartlett. The certificates for the Optional Securitiex xxxxx xxxxxxxed xx xxxx Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein contained in, and subject to the terms and conditions set forth hereinof, agreesthis Agreement, severally the Company agrees to sell 2,250,000 Firm Shares to the Underwriter, and not jointly, the Underwriter agrees to purchase from the Firm Shares. In addition, the Company grants to the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name Underwriter an option to purchase up to 337,500 additional Option Shares. Such option is exercisable, in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if anywhole or in part, from October 28time to time, 2022 in the event that the Underwriter sells more shares of Common Stock than the number of Firm Shares in the Offering during the 20 days after the date of this Agreement. The purchase price per share to be paid by the Underwriter to the Closing Date Company for the Firm Shares and any Option Shares will be $2.00 per share (as defined belowthe “Purchase Price”). The Company will not be obligated to deliver any of is advised by the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands Underwriter that the Underwriters intend Underwriter intends (i) to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the Underwriter’s judgment of the Representatives is advisable, advisable and (ii) initially to offer the Offered Securities on upon the terms set forth in the Disclosure Package and the Final Prospectus. The Underwriter may from time to time increase or descrease the public offering price to such extent as the Underwriter may determine. The Company acknowledges will deliver the Firm Shares to the Underwriter through the facilities of The Depository Trust Company or, at the election of the Underwriter, in the form of definitive certificates, in each case, issued in such names and agrees that in such denominations as the Underwriters Underwriter may offer and sell Offered Securities direct by notice in writing to the Company given at or through any affiliate prior to 12:00 (Noon), New York time, on the second (2nd) full business day preceding the Closing Date against payment of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased the aggregate Purchase Price therefor by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn payable to the order of the Representatives Company for the Securities sold by the Company, all at the office offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, the Underwriter or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter and the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 a.m., New York time, on August ____, 2020, or such other time and date as the Company and the Underwriter may agree upon in writing (the “Initial Delivery Date”). The Closing Date and the location of delivery of, and the form of payment for, the Firm Shares may be varied by agreement between the Company and the Underwriter. The option granted herein will expire 20 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Underwriter; provided that if such date falls on a day that is not a business day, the option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and if certificated, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Underwriter, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than seven full the fifth business days thereafter day after the date on which the option shall have been exercised. Each date and time Option Shares are delivered is sometimes referred to as the Representatives an “Option Share Delivery Date”, and the Initial Delivery Date and any Option Share Delivery Date are sometimes each referred to as a “Delivery Date”. Delivery of the Option Shares by the Company determineand payment for the Option Shares by the Underwriter shall be made at 10:00 a.m., New York time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Underwriter and the Company. On each Option Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Underwriter against payment by the Underwriter of the respective aggregate purchase price of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time being and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter. The Company shall deliver the Option Shares through the facilities of The Depository Trust Company, unless the Underwriter shall otherwise instruct. The time and date of such payment and delivery for the Firm Shares and for each delivery of the Option Shares are herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Selling Securityholder agrees to sell the Firm Securities to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Selling Securityholder, at a purchase price of $[·] per share, the respective principal amount number of the Offered shares of Firm Securities (subject to such adjustments to eliminate fractional shares as you may determine) set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.922% opposite the name of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)such Underwriter. The Company Selling Securityholder will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representative for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable the accounts specified by the Selling Securityholder to the Representatives Representative in writing at least 48 hours in advance and drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Selling Securityholder, at 9:00 10:00 A.M., (New York time), on October 28June 17, 20222019, or at such other time not later than seven full business days thereafter as the Representatives Representative, the Company and the Company Selling Securityholder determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company and the Selling Securityholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Selling Securityholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representative to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company and the Selling Securityholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Securityholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to the accounts specified by the Selling Securityholder to the Representative drawn to the order of the Selling Securityholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[•] per share, the respective principal amount number of the Offered Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an the account at a bank acceptable to the Representatives specified on Schedule D hereto and drawn to the order of the Representatives as specified on such Schedule D, at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx Xxxxxx, XX Xxx Xxxx, XX, 00000, at 9:00 [•] A.M., (New York time), on October 28, 2022[•], or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company . Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, against delivery which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to the Trustee as custodian for the Depository Trust Company (a “DTCClosing Date”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will shall be made available electronically for inspection determined by the Representatives at least 24 hours prior but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Closing DateRepresentatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx LLP.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $[____] per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of CSFBC, Eleven Madison Avenue, New York, New York, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLPVenture Law Group, 000 a Professional Corporation ("Venture Law Group"), 0000 Xxxxxxxx Xxx. Xxxxx 000Xxxxx, XxxxxxXxxxxxxx, XX 00000Xxxxxxxxxx, at 9:00 10:00 A.M., (New York time), on October 28[__________________], 2022, 2000 or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”." For purposes of Rule 15c6-1 under the Exchange Act , against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the above office of CSFBC in New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the above office of Venture Law Group in Kirkland, Washington. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective principal amount Company, at a purchase price of the Offered $[o] per share, numbers of shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representative for the accounts of the Offered Securities except upon payment for all Underwriters, through the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering facilities of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment Depository Trust Company, against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston LLC ("CSFB") drawn to the order of the Representatives Company. The closing of the sale of the Firm Securities will take place at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Moore LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 10:00 A.M., (New York time), on October 28[o], 20222005, or at such other time othex xxxe not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date”, against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available electronically for inspection by the Representatives Representative at the above office of Cravath, Swaine & Moore LLP at least 24 hours prior to the First Closing Date. Xx xddition, upon written notice from CSFB given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters, at the office of Cravath, Swaine & Moore LLP against payment of the purchase price therefor in Federal (sxxx xay) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. The certificates for the Optional Securities being purchasex xx each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representative at the above office of Cravath, Swaine & Moore LLP at a reasonable time in advance of such Optional Closing Datx.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a price of $3.84568 per share and $0.00907 per warrant (the “Purchase Price”), the respective principal amount numbers of the Offered Securities Firm Shares and Firm Warrants set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Shares and Firm Warrants to deliver any the Representative for the respective accounts of the Offered Securities except upon payment for all several Underwriters, through the Offered Securities to be purchased as provided herein. facilities of The Company understands that Depository Trust Company, or, at the Underwriters intend to make a public offering election of the Offered Securities as soon after the effectiveness of this Agreement as Representative, in the judgment form of definitive certificates and/or warrants, as applicable, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth aggregate Purchase Price therefor by wire transfer in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn payable to the order of the Representatives Company for the Firm Shares and Firm Warrants sold by them. Time shall be of the essence, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxthe obligations of each Underwriter hereunder. Xxxxx 000, Xxxxxx, XX 00000, The time and date of the delivery and closing shall be at 9:00 10 A.M., (New York time), on October 28May 16, 20222016, or at in accordance with Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “Closing Date”.” The Closing Date and the location of delivery of, against delivery to and the Trustee as custodian for the Depository Trust Company (“DTC”), for the account form of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectivelypayment for, the “Global Notes”). The Global Notes will Firm Shares and Firm Warrants may be made available electronically for inspection varied by agreement by and between the Representatives at least 24 hours prior to Company and the Closing DateRepresentatives.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $4.75 per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Godward LLP , at 9:00 10:00 A.M., (New York time), on October 28April 4, 20222005, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as Credit Suisse requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Xxxxxx Godward LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company, at the above office of Xxxxxx Godward LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as Credit Suisse requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxxx Godward LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of per share of $9.075, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities through the facilities of The Depositary Trust Company (“DTC”) to deliver any or as instructed by the Representatives for the accounts of the Offered Securities except upon several Underwriters in a form reasonably acceptable to the Representatives against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 10 A.M., (New York time), on October 28January 17, 20222012, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[●] per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable specified by the Company to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLP, 000 0000 Xxxxxxxx Xxx. Xxxxx 000Xxxx, XxxxxxXxx Xxxxx, XX 00000, at 9:00 [●] A.M., (New York time), on October 28[●], 2022, 2020 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates, if any, representing the Firm Securities so to be delivered will be made available electronically for inspection by checking at the Representatives above office of Xxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be (i) no earlier than two full business days and (ii) no later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company to the Representatives drawn to the order of the Company, at the above office of Xxxxxx LLP. The certificates, if any, for the Optional Securities being purchased on each Optional Closing Date will be made available for checking at the above office of Xxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, agreesthe Issuer agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Issuer, at a purchase price equal to 98.922of 98.25% of the principal amount thereof, thereof plus accrued interestinterest from April 4, if any, from October 28, 2022 2006 to the Closing Date (as defined belowhereinafter defined), the respective principal amounts of Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Issuer will not be obligated to deliver any against payment of the purchase price the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment form of one or more permanent global securities in definitive form (the Representatives is advisable“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., and initially to offer as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Offered Securities on the terms set forth limited circumstances described in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any UnderwriterOffering Circular. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives Purchasers drawn to the order of the Representatives Issuer at the office of Xxxxxx & Xxxxxxx Stikeman Elliott LLP, 000 Xxxxxxxx Xxx. Xxxxx 4000 Xxxxxxx Xxxx Xxxx, 000-0xx Xxxxxx X.X., XxxxxxXxxxxxx, XX 00000Xxxxxxx, Xxxxxx at 9:00 A.M., A.M. (New York time), on October 28April 4, 20222006, or at such other time not later than seven full business days thereafter as the Representatives Purchasers and the Company Issuer determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account DTC of the Underwriters, of one or more global notes Global Securities representing each series all of the Offered Securities (collectively, the “Global Notes”). The Global Notes Securities will be made available electronically for inspection by checking at the Representatives office of Stikeman Elliott LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, agreesthe Selling Stockholder agrees to sell to the Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company the respective principal amount such Selling Stockholder, at a purchase price of the $23.81 per share, that number of Offered Securities set forth opposite the name of such Underwriter’s name Selling Stockholder in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)attached hereto. The Company Selling Stockholder will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased or as provided herein. The Company understands that instructed by the Underwriters intend to make a public offering Underwriter for the account of the Offered Securities as soon after Underwriter in a form reasonably acceptable to the effectiveness of this Agreement as in the judgment Underwriter against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Representatives Selling Stockholder, at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000Xxxxxx Xxxxxx, XxxxxxXxx Xxxx, XX 00000, at 9:00 A.M.10:00 a.m., (New York time), on October 28September 18, 2022, 2017 or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the “Closing Date”.” For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series offering. Delivery of the Offered Securities shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Securities contemplated hereby (collectivelyincluding in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the “Global Notes”)Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Global Notes Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be made available electronically performed solely for inspection by the Representatives at least 24 hours prior to benefit of the Closing DateUnderwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order Credit Suisse First Boston LLC (“CSFB”). The closing of the Representatives sale of the Firm Securities will take place at the office of Xxxxxx & Xxxxxxx Godward LLP, 000 Xxxxxxxx Xxx. Xxxxx 0000000 Xxxxxxx Xxxxxx, XxxxxxXxxx Xxxx, XX 00000, at 9:00 10:00 A.M., (New York time), on October 28[ ], 20222005, or at such other time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Xxxxxx Godward LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFB given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFB, at the above office of Xxxxxx Godward LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxxx Godward LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amount number of the Offered Securities shares of Stock set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a hereto. The purchase price equal per share to 98.922% be paid by the Underwriters to the Company for the Stock will be [$___] per share (the “Purchase Price”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the principal amount thereofseveral Underwriters (in the form of definitive certificates, plus accrued interest, if any, from October 28, 2022 issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below). The Company will not be obligated to deliver any ) against payment of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as aggregate Purchase Price therefor in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn SX Xxxxx, payable to the order of the Representatives Company, all at the office offices of Xxxxxx & Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000counsel for the Underwriters, 50 Xxxxxxx Xxxxxx, XX 00000Xxx Xxxxxxxxx, Xxxxxxxxxx. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., (New York time), on October 28[ ], 20222005, in accordance with Rule 15c6-1 under the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in any written notice by SX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by SX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by SX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for such other Optional Stock. Each date and time for delivery of and payment for any Optional Stock (which may be the First Closing Date, but not earlier) is herein referred to as an “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than seven full five (5) business days thereafter as the Representatives after written notice is given. (Each Option Closing Date and the Company determine, such time being First Closing Date are herein referred to as the “Closing DateDates.”, against delivery ) The Company will deliver the Optional Stock specified in any written notice by SX Xxxxx described above to the Trustee Underwriters (in the form of definitive certificates, issued in such names and in such denominations as custodian the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second business day preceding the Option Closing Date for such Optional Stock) against payment of the Depository Trust aggregate Purchase Price therefor per share to be paid for such Optional Stock in federal (same day) funds by wire transfer to an account at a bank acceptable to SX Xxxxx payable to the order of the Company (“DTC”)all at the offices of Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, counsel for the account of the Underwriters, of one or more global notes representing each series 50 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx. Time shall be of the Offered Securities (collectivelyessence, and delivery at the “Global Notes”)time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Global Notes will be made Company shall make the certificates for such Optional Stock available electronically for inspection by to the Representatives at least 24 hours prior to for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Such Option Closing Date and the location of delivery of, and the form of payment for, such Optional Stock may be varied by agreement between the Company and SX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.2125 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal hereto; provided that with respect to 98.922% an aggregate of 120,000 of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 Firm Securities which are to be allocated at the Closing Date (as defined below). The Company will not be obligated to deliver any direction of the Offered Securities except upon payment for all Company to entities affiliated with the Offered Securities to be purchased as provided herein. The Company understands that Tsakos Holdings Foundation (the “Directed Shares”), the Underwriters intend to make a shall purchase such Directed Shares at the public offering price of the Offered Securities $25.00 per share, as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that will deliver the Underwriters may offer and sell Offered Firm Securities to or through any affiliate the facilities of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment DTC for the Offered Securities shall be made accounts of the several Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives drawn Representatives. The documents to the order of the Representatives be delivered hereunder shall be delivered at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at 10:00 a.m., Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28April 5, 20222017, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price of $24.2125 per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC for the account of the several Underwriters against payment of the purchase price by the several Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $26.60 per share, the respective principal amount number of the Offered Firm Securities set forth below the caption “Company” or “Selling Stockholder”, as the case may be, opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company and the Selling Stockholder severally will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account of the Company at a bank acceptable to the Representatives drawn in the case of 1,000,000 shares of Firm Securities and an account of the Selling Stockholder at a bank acceptable to the order Representatives in the case of the Representatives 5,495,489 shares of Firm Securities at the office of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxxxxx Xxxxxx, XX Xxx Xxxx, X.X. 00000, at 9:00 10:00 A.M., (New York time), on October 28July 20, 20222011, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is 1,000,000 in the case of the Company and 5,495,489 in the case of the Selling Stockholder and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company and the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company the respective principal amount number of the Offered Securities shares of Stock set forth opposite such Underwriter’s the name of the Underwriter in Schedule A hereto at a price equal hereto. The Underwriter hereby advises the Company that it intends to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 offer for sale to the Closing Date public the Stock as soon after this Agreement has been executed and the Underwriter has determined is advisable and practicable. The purchase price per share to be paid by the Underwriter to the Company for the Stock will be $52.30 per share (as defined belowthe “Purchase Price”). The Company will not be obligated deliver the Stock to deliver any the Underwriter for its account, through the facilities of The Depository Trust Company, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as aggregate Purchase Price therefor by wire transfer in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn Underwriter payable to the order of the Representatives Company at the office offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx00000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Xxxxx 000Time shall be of the essence, Xxxxxx, XX 00000, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., (New York time), on October 28June 1, 20222017, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “Closing Date”.” The Closing Date and the location of delivery of, against delivery to and the Trustee as custodian for the Depository Trust Company (“DTC”), for the account form of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectivelypayment for, the “Global Notes”)Stock may be varied by agreement between the Company and the Underwriter. The Global Notes will be made available electronically Underwriter proposes to offer the Stock for inspection by sale upon the Representatives at least 24 hours prior to terms and conditions set forth in the Closing DateProspectus.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon payment for all Underwriters through the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering facilities of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment Depository Trust Company, against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order Credit Suisse First Boston LLC ("CSFB") and Xxxxxx Brothers Inc. ("Xxxxxx"). The closing of the Representatives sale of the Firm Securities will take place at the office offices of Xxxxxx & Xxxxxxx Cooley Godward LLP, 000 Xxxxxxxx Xxx. Xxxxx 000Palo Alto, Xxxxxx, XX 00000CA, at 9:00 [ ] A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives CSFB, Xxxxxx and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx request and will be made available electronically for inspection by at the Representatives above office at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFB and Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFB and Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised on not more than two occasions and, to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFB and Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters through the facilities of the Depository Trust Company, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFB and Xxxxxx. Each closing for the sale of Optional Securities shall take place at the office of Cooley Godward, LLP in Palo Alto, California. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFB and Xxxxxx request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection at the above office at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of , against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx Godward LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Trustee as custodian for the Depository Trust Company Securities Exchange Act of 1934 (“DTC”"EXCHANGE ACT"), the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for the account payment of the Underwriters, funds and delivery of one or more global notes representing each series of securities for all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of , against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company, at the above office of . The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $6.9715 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal hereto; provided that with respect to 98.922% an aggregate of 500,000 of the principal Firm Securities and an amount thereof, plus accrued interest, if any, from October 28, 2022 of the Optional Securities up to the Closing Date (same proportion as defined below). The Company will not such Firm Securities bear to the total number of Firm Securities, which are to be obligated to deliver any allocated at the direction of the Offered Securities except upon payment for all Company to entities affiliated with the Offered Securities to be purchased as provided herein. The Company understands that Tsakos Holdings Foundation (the “Tsakos Family Shares”), the Underwriters intend to make a shall purchase such Tsakos Family Shares at the public offering price of the Offered Securities $7.30 per share, as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that will deliver the Underwriters may offer and sell Offered Firm Securities to or through any affiliate the facilities of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment DTC for the Offered Securities shall be made accounts of the several Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives drawn Representatives. The documents to the order of the Representatives be delivered hereunder shall be delivered at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at 10:00 a.m., Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28April 29, 20222014, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price of $6.9715 per share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities; provided that with respect to any Optional Securities that are Tsakos Family Shares, the Underwriters shall purchase such Optional Securities at the public offering price of $7.30 per share, as set forth in the Final Prospectus. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC for the account of the several Underwriters against payment of the purchase price by the several Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to the Representatives. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto at a purchase price equal to 98.922of 97% of the principal amount thereof, thereof plus accrued interestinterest from June 3, if any, from October 28, 2022 2009 to the Closing Date (as defined belowhereinafter defined), the respective principal amounts of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representatives UBS drawn to the order of the Representatives Company, at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 10:00 A.M., (New York time), on October 28June 3, 20222009, or at such other time not later than seven full business days thereafter as the Representatives UBS and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Firm Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $21.408 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 10 A.M., (New York time), on October 28December 20, 20222010, or at such other time not later than seven three (3) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[Ÿ] per ADS, the number of Firm Securities (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the respective principal amount numerator of which is the Offered aggregate number of Firm Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule A attached hereto at a price equal and the denominator of which is the aggregate number of Firm Securities to 98.922% be purchased by all of the principal amount thereof, plus accrued interest, if any, Underwriters from October 28, 2022 to the Closing Date (as defined below)Company hereunder. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representative for the Offered Securities shall be made accounts of the several Underwriters through the facilities of the Depository Trust Company (“DTC”) in a form reasonably acceptable to the Representative against payment of the purchase price by or on behalf of the Underwriters in U.S. Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLP[9:00] a.m., 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York City time), on October 28[Ÿ], 2022, 2010 or at such other time not later than seven full business days Business Days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing Dateoffering.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective principal amount Selling Shareholder, at a purchase price of $ per share, the Offered number of Firm Securities set forth below the caption “Company” or “Selling Shareholder”, as the case may be, and opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company and the Selling Shareholder will not be obligated deliver the Firm Securities to deliver any the Representative for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation (“CSFBC”) drawn to the order of the Representatives CSFB, at the office of Xxxxxx Xxxxx Xxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxxxxxx, at 9:00 10:00 A.M., (New York time), on October 28, 20222002, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of , at the above office of Xxxxx Xxxx & Xxxxxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $4.40 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Underwriters for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Underwriters at the New York office of Xxxxxx & Xxxxxxx Xxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 10:00 A.M., (New York time), on October 28March 30, 20222012, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Xxxx Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Underwriters given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriters to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Underwriters, at the above office of Xxxx Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxx Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company Selling Stockholder, at a purchase price of $22.758 per share, the respective principal amount number of the Offered Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal hereto. The Selling Stockholder will deliver the Firm Securities to 98.922% the Representatives for the accounts of the principal amount thereofUnderwriters, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any against payment of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Representatives Selling Stockholder at the office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Moore, at 9:00 10:00 A.M., (New York time), on October 28August 15, 20222001, or at such other xxxxr time not later than seven full business days thereafter as the Representatives CSFBC and the Company Selling Stockholder determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian "FIRST CLOSING DATE". The certificates for the Depository Trust Company (“DTC”)Firm Securities so to be delivered will be in definitive form, for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Cravath, Swaine & Moore at least 24 hours prior to the First Closing Date. In adxxxxxn, upon written notice from CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of Optional Securities specified in such notice. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Cravath, Swaine & Moore, against payment of the purchase price in Federal (same day) fxxxx by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Selling Stockholder, at the above office of Cravath, Swaine & Moore. The certificates for the Optional Securities being purchxxxx on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Moore at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds purchase price by wire transfer transfers to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") or by certified or official bank check or checks in Federal (same day) funds drawn to the order of the Representatives Company at the office of Cahixx Xxxxxx & Xxxxxxx LLPXeinxxx, 000 Xxxxxxxx Xxx. Xxxxx 000, 00 Pxxx Xxxxxx, XX 00000XX, at XX, xx 9:00 A.M., (New York time), on October 28, 20221997, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available electronically for inspection by checking and packaging at the Representatives office of Credit Suisse First Boston Corporation, Eleven Madison Avenue, NY, NY 10010-3629 at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer to an account at a bank acceptable to CSFBC or by certified or official bank check or checks in Federal (same day) funds drawn to the order of the Company, at the above office of Cahixx Xxxxxx & Xeinxxx. Xxe certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities Notes set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.92299.400% of the principal amount thereofof the Notes, plus accrued interest, if any, from October 28May 26, 2022 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxx Xxxxxx Xxxxx 0000000, XxxxxxXxxxxxx, XX Xxxxx 00000, at 9:00 A.M., (New York time), on October 28May 26, 20222020, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $[•] per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon several Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at [•] [a.m.] [p.m.], Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28[•], 202220[•], or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available electronically for inspection by checking and packaging at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $18.13 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Fxxx LLP (“Skadden”), at 9:00 10 A.M., (New York time), on October 28August 23, 20222011, or at such other time not later than seven three (3) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $14.175 per share, the respective principal amount of the Offered Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company in the case of 30,600,000 shares of Firm Securities, at the office of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000Xxx Xxx Xxxx Xxxxx, XxxxxxXxx Xxxx, XX Xxx Xxxx, 00000, at 9:00 10:00 A.M., (New York time), on October 28November 25, 20222009, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically upon request for inspection by checking at the Representatives above office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments, if any, made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless (i) the Firm Securities previously have been, or simultaneously are, sold and delivered, and (ii) the Units (as defined in the Acquisition Agreement) have been, or simultaneously are, sold and delivered pursuant to the terms of the Acquisition Agreement. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $21.07 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 10 A.M., (New York time), on October 28March 25, 20222011, or at such other time not later than seven three (3) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Selling Stockholder agrees to sell to the Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company Company, at a purchase price of $20.16 per share, the respective principal amount numbers of shares of Firm Securities. The Selling Stockholder will deliver the Firm Securities to the Underwriter for the accounts of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.922% , against payment of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Representatives OCM Principal Opportunities Fund II, L.P., at the office of Xxxxxx Xxxxx & Xxxxxxx LLPL.L.P., 000 Xxxxxxxx Xxx. One Xxxxx 000Center, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX Xxxxxxxx 00000, at 9:00 10:00 A.M., (New York time), on October 28November 6, 20222006, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determineSelling Stockholder determines, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Underwriter requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Xxxxx & Xxxxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriter the respective number of shares of Optional Securities specified in such notice and the Underwriter agrees to purchase such Optional Securities. Such Optional Securities may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriter to the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Underwriter for the accounts of the Underwriter, at the above office of Xxxxx & Xxxxxxx L.L.P. against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Underwriter drawn to the order of the Selling Stockholder as provided to the Underwriter at least two days prior to the Closing Date, at the above office of Xxxxx & Xxxxxxx L.L.P. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriter requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx & Xxxxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $2.697 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereofhereto, plus accrued interest, if any, from October 28, 2022 any additional number of Firm Securities which such Underwriters may become obligated to purchase pursuant to the Closing Date (as defined below)provisions of Section 9 hereof. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased or as provided herein. The Company understands that instructed by the Underwriters intend to make a public offering Representative for the accounts of the Offered Securities several Underwriters through the facilities of The Depository Trust Company issued in such names and in such denominations as soon after the effectiveness of this Agreement as in the judgment Representative shall request against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable designated in writing by the Company to the Representatives Representative drawn to the order of the Representatives Company at the office of Sichenzia Xxxx Xxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 00000 Xxxxxxxx, Xxxxxx00xx Xxxxx, Xxx Xxxx, XX 00000, at 9:00 10:00 A.M., (New York time), on October 28February 22, 2022, 2017 or at such other time not later than seven ten full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. In addition, upon written notice from the Representative given to the Company from time to time not more than 45 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, against delivery which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Trustee Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as custodian for instructed by the Representative through the facilities of The Depository Trust Company issued in such names and in such denominations as the Representative shall request against payment of the purchase price therefor in Federal (“DTC”)same day) funds by wire transfer to an account at a bank designated in writing by the Company to the Representative drawn to the order of the Company, at the office of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP. It is understood that each Underwriter has authorized the Representative, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriterspurchase price for, of the Firm Securities and the Optional Securities, if any, which it has agreed to purchase. Certificates for the shares comprising the Offered Securities, if any, shall be in such denominations and registered in such names as the Representative may request in writing at least one or more global notes representing each series of full business day before the applicable Closing Date. The certificates for the shares comprising the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection examination and packaging by the Representatives at least 24 hours Representative in the city of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of 98.34583% of the principal amount thereof plus accrued interest from September 10, 2012 to the Closing Date, the respective principal amount amounts of the Offered Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% hereto. Payment of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of and delivery for the Offered Securities except upon payment for all shall be made at the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering offices of the Offered Securities Company at 10:00 a.m., New York City time, on September 10, 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisableand the Company may agree upon in writing (such time and date of such payment and delivery, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter“Closing Date”). Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer in immediately available funds to an account at a bank acceptable the accounts specified by the Company to the Representatives drawn against delivery of the Offered Securities to the order Representatives through the facilities of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository The Depositary Trust Company (“DTC”), for the account of the Underwriters. Concurrently, of the Company shall deliver to the Trustee as custodian for DTC, one or more global notes representing each series of the Offered Securities (collectively, the “Global NotesNote”), with any transfer taxes payable in connection with the sale of Offered Securities duly paid by the Company. The Company and the Guarantors hereby confirm their engagement of Global Notes will be made available electronically for inspection by Hunter Securities, LLC as, and Global Hunter Securities, LLC hereby confirms its agreement with the Representatives at least 24 hours prior Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority with respect to the Closing Dateoffering and sale of the Securities. Global Hunter Securities, LLC, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Company, at a purchase price equal to 98.922of 98.25% of the principal amount thereof, thereof plus accrued interest, if any, interest from October 2830, 2022 2012, to the Closing Date (as defined belowhereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will not be obligated to deliver any against payment of the purchase price the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment form of one or more permanent Global Securities in definitive form (the Representatives is advisable, “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and initially to offer the Offered Securities on the terms set forth registered in the Final Prospectusname of Cede & Co., as nominee for DTC. The Company acknowledges and agrees that Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriterlimited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), Representative on October 2830, 20222012, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account DTC of the Underwriters, of one or more global notes Global Securities representing each series all of the Offered Securities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (collectively, the “Global Notes”)New York time) on such date. The Global Notes Securities will be made available electronically for inspection by checking at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Company, at a purchase price equal to 98.922of (i) 99.286% of the principal amount thereofthereof of the 2023 Notes, plus accrued interestthe respective principal amounts of the 2023 Notes set forth opposite the names of the Underwriters in Schedule A hereto, if any(ii) 99.309% of the principal amount thereof of the 2027 Notes, from October 28the respective principal amounts of the 2027 Notes set forth opposite the names of the Underwriters in Schedule A hereto and (iii) 98.950% of the principal amount thereof of the 2046 Notes, 2022 to the Closing Date (respective principal amounts of the 2046 Notes set forth opposite the names of the Underwriters in Schedule A hereto. The terms of the Offered Securities are as defined below)set forth in the General Disclosure Package. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased or as provided herein. The Company understands that instructed by the Underwriters intend to make a public offering Representatives for the accounts of the Offered Securities as soon after several Underwriters in a form reasonably acceptable to the effectiveness of this Agreement as in the judgment Representatives against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000at 10:00 a.m., Xxxxxx, XX 00000, at 9:00 A.M., (New York City time), on October 28July 5, 20222016, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Offered Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the Company the respective principal amount each Selling Stockholder, at a purchase price of the $47.95 per share, that number of Offered Securities (rounded up or down, as determined by the Underwriter in its discretion, in order to avoid fractions) set forth opposite the name of such Underwriter’s name Selling Stockholder in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company Selling Stockholders will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased or as provided herein. The Company understands that instructed by the Underwriters intend to make a public offering Underwriter for the account of the Offered Securities as soon after Underwriter in a form reasonably acceptable to the effectiveness of this Agreement as in the judgment Underwriter against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Representatives Selling Stockholders, at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx Xxxxxx, XX 00000Xxx Xxxx, Xxx Xxxx 00000 at 9:00 A.M.10:00 a.m., (New York time), on October 28November 18, 20222013, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Offered Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.2125 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 A.M.10:00 a.m., (New York time), on October 28July 26, 20222012, or at such other time not later than seven three full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share, the respective principal amount numbers of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of , against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives UBS drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives UBS and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as UBS requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of at least 24 hours prior to the First Closing Date. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholder, if any hereunder have been placed in custody, for delivery under this Agreement, under a Custody Agreement made with Xxxxxxx X. Xxxx and Xxxxx Xxxxx, as custodians ("Custodians"). The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If the Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by a Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not a Custodian shall have received notice of such death or other event or termination. Upon written notice from UBS given to the Company and a Custodian from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is 616,667 in the case of the Company and 133,333 in the case of the Selling Stockholder and the denominator of which is the total number of Optional Securities (subject to adjustment by UBS to eliminate fractions) and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company and the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by UBS to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by UBS to the Company and a Custodian. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by UBS but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and a Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of , against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to UBS drawn to the order of , at the above office of . The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as UBS requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[•] per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 10 A.M., (New York time), on October 28[•], 20222010, or at such other time not later than seven three (3) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $20.83 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 A.M.10:00 a.m., (New York time), on October January 28, 20222013, or at such other time not later than seven three full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $4.935 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Trius Therapeutics, Inc. at the office of Xxxxxx & Xxxxxxx LLP, 000 0000 Xxxxxxxx Xxx. Xxxxx 000Xxxx, XxxxxxXxx Xxxxx, XX Xxxxxxxxxx 00000, at 9:00 A.M., (New York time), on October 28January 31, 2022, 2012 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, against delivery which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to the Trustee as custodian for the Depository Trust Company (a “DTCClosing Date”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will shall be made available electronically for inspection determined by the Representatives at least 24 hours prior but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Closing DateRepresentatives against payment by the Underwriters of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Trius Therapeutics, Inc., at the above office of Xxxxxx LLP.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price per share of $10.31, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities through the facilities of The Depositary Trust Company (“DTC”) to deliver any or as instructed by the Representatives for the accounts of the Offered Securities except upon several Underwriters in a form reasonably acceptable to the Representatives against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 10 A.M., (New York time), on October 28July 18, 20222012, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price per share of $9.792, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities through the facilities of The Depositary Trust Company (“DTC”) to deliver any or as instructed by the Representatives for the accounts of the Offered Securities except upon several Underwriters in a form reasonably acceptable to the Representatives against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxx LLP (“Skadden”), at 9:00 10 A.M., (New York time), on October 28February 24, 20222012, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than two days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than two full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Skadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, the respective principal amount number of the Offered Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a hereto. The purchase price equal to 98.922% payable by the Underwriters for the Firm Securities is $13.5575 per share for the first 5,112,069 shares of Firm Securities and $14.50 per share for the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to remaining 750,000 shares of Firm Securities. The purchase price payable by the Closing Date (as defined below)Underwriters for the Optional Securities is $13.5575 per share. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Company, at the office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx Xxxxxx, XX Xxx Xxxx, XX, 00000, at 9:00 10:00 A.M., (New York time), on October 28August 16, 20222017, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian offering. Delivery of the Firm Securities will be made through the facilities of DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Lead Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Depository Trust Company Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “DTCOptional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Lead Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Lead Representatives to the Company. Each Optional Closing Date shall be determined by the Lead Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Lead Representatives for the accounts of the several Underwriters, of one or more global notes representing each series in a form reasonably acceptable to the Lead Representatives against payment of the Offered purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Lead Representatives drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx LLP. Delivery of the Optional Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by through the facilities of DTC unless the Lead Representatives at least 24 hours prior to the Closing Dateshall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.92298.839% of the principal amount thereof, plus accrued interest, if any, from October 28March 17, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxx Xxxxxx Xxxxx 0000000, XxxxxxXxxxxxx, XX Xxxxx 00000, at 9:00 A.M., (New York time), on October 28March 17, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the Offered Securities (collectively, the “Global Notes”). The Global Notes will be made available electronically for inspection by the Representatives at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $32.775 per share, the respective principal amount number of the Offered Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, at the office of Xxxxx Xxxxxxxxxx LLP, New York, New York, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives The Navigators Group, Inc., at the office of Xxxxxx & Xxxxxxx Xxxxx Xxxxxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000New York, Xxxxxx, XX 00000New York,, at 9:00 10:00 A.M., (New York time), on October 2818, 20222005, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available electronically for inspection by checking and packaging at the Representatives office of Xxxxx Xxxxxxxxxx LLP, New York, New York, at least 24 hours prior to the First Closing Date. In addition, upon written notice from one or more of the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Xxxxx Xxxxxxxxxx LLP, New York, New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of The Navigators Group, Inc., at the office of Xxxxx Xxxxxxxxxx LLP, New York, New York. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of Xxxxx Xxxxxxxxxx LLP, New York, New York, at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Company and Chrysler agree, severally and jointly, to sell to the Managers, and the Managers agree, severally and not jointly, to purchase from the Company and Chrysler, at a purchase price of U.S.$ per share, the respective principal amount numbers of shares of International Firm Securities set forth below the caption "Company" or "Chrysler", as the case may be, and opposite the name of such Manager in Schedule A hereto. The Company and Chrysler will deliver the International Firm Securities to CSFBC for the accounts of the Managers, against payment of the purchase price in U.S. dollars in Federal (same day) funds by wire transfer to accounts at banks selected by the Company and Chrysler and acceptable to CSFBL for the account of Dollar Thrifty Automotive Group, Inc. in the case of 375,000 shares of International Firm Securities and Chrysler in the case of 3,000,000 shares of International Firm Securities at the office of Mayex, Xxowx & Xlatx, 0075 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx 9:00 A.M., New York time, on December , 1997, or at such other time not later than seven full business days thereafter as CSFBL, the Company and Chrysler determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the U.S. Offering and the International Offering. The certificates for the International Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBL requests and will be made available for checking and packaging at the above office of Mayex, Xxowx & Xlatx, xx least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and Chrysler from time to time not more than 30 days subsequent to the date of the Prospectuses, the Managers and the U.S. Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the International Firm Securities. The Optional Securities to be purchased by the Managers on any Optional Closing Date (as hereinafter defined) shall be in the same proportion to all the Optional Securities to be purchased by the Managers and U.S. Underwriters on such Optional Closing Date as the International Firm Securities bear to all the Firm Securities. The Company agrees to sell to the Managers such Optional Securities and the Managers agree, severally and not jointly, to purchase such Optional Securities. Such International Optional Securities shall be purchased for the account of each Manager in the same proportion as the number of shares of International Firm Securities set forth opposite such Underwriter’s Manager's name bears to the total number of shares of International Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Managers only for the purpose of covering over-allotments made in Schedule A hereto at a price equal to 98.922% connection with the sale of the principal amount thereofInternational Firm Securities. No Optional Securities shall be sold or delivered unless the International Firm Securities and the U.S. Firm Securities previously have been, plus accrued interestor simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of the Managers and the U.S. Underwriters to the Company and Chrysler. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the U.S. Underwriters and Managers pursuant to the terms of CSFBC's instructions to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, from October 28being sometimes referred to as a "Closing Date"), 2022 shall be determined by CSFBC but shall be not later than five full business days after written notice of election to the Closing Date (as defined below)purchase Optional Securities is given. The Company will not be obligated deliver the Optional Securities being purchased on each Optional Closing Date to deliver any CSFBL for the accounts of the Offered Securities except upon several Managers, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank selected by the Company and acceptable to the Representatives drawn to the order of the Representatives at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on October 28, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), CSFBC for the account of Dollar Thrifty Automotive Group, Inc., at the Underwritersabove office of Mayex, of one or more global notes representing each series of Xxowx & Xlatx. Xxe certificates for the Offered Optional Securities (collectivelywill be in definitive form, the “Global Notes”). The Global Notes in such denominations and registered in such names as CSFBL requests upon reasonable notice prior to such Optional Closing Date and will be made available electronically for inspection checking and packaging at the above office of Mayex, Xxowx & Xlatx, xx a reasonable time in advance of such Optional Closing Date. The Company will pay to the Managers as aggregate compensation for their commitments hereunder and for their services in connection with the purchase of the International Securities and the management of the offering thereof, if the sale and delivery of the International Securities to the Managers provided herein is consummated, an amount equal to U.S. $ per International Security purchased, which may be divided among the Managers in such proportions as they may determine. Such payment will be made on the First Closing Date in the case of the International Firm Securities and on each Optional Closing Date in the case of the International Optional Securities sold to the Manager on such Closing Date, in each case by way of deduction by the Representatives at least 24 hours prior Managers of said amount from the purchase price for the International Securities referred to the Closing Dateabove.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ · ] per share, that number of Firm Securities (rounded up or down, as determined by the respective principal amount Representatives in their discretion, in order to avoid fractions) obtained by multiplying [ · ] Firm Securities by a fraction the numerator of which is the Offered number of Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% and the denominator of which is the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)total number of Firm Securities. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased as instructed by it to or through any Underwriter. Payment the Representatives for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives Representatives) drawn to the order of the Representatives Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxx Xxxxxx Xxxxx 0000000, XxxxxxXxxxxxx, XX Xxxxx 00000, at 9:00 A.M., (New York time), on October 28January [ · ], 20222014, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for offering. Delivery of the Depository Firm Securities will be made through the facilities of the Depositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice(s) shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the Underwriters, same proportion as the number of one or more global notes representing each series Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Offered Firm Securities. No Optional Securities (collectivelyshall be sold or delivered unless the Firm Securities previously have been, the “Global Notes”)or simultaneously are, sold and delivered. The Global Notes right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Xxxxxx & Xxxxxxx LLP. The delivery of any Optional Securities will be made available electronically for inspection by through the facilities of the DTC unless the Representatives at least 24 hours prior to the Closing Dateshall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $15.55125 per share, the respective principal amount number of the Offered shares of Firm Securities set forth opposite such Underwriter’s name the names of the Underwriters in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Firm Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered as instructed by Credit Suisse Securities purchased by it to or through any Underwriter. Payment (USA) LLC (“Credit Suisse”) for the Offered Securities shall be made accounts of the several Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Representatives Credit Suisse at the office of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxxxxx Xxxxxx, XX 00000Xxx Xxxx, XX, 00000 at 9:00 A.M., (New York time), on October 28July 24, 20222009, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes Firm Securities so to be delivered or evidence of their issuance will be made available electronically for inspection by checking at the Representatives above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time on no more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be no earlier than one business day nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agreesthe Issuers agree to sell to the Purchasers. and the Purchasers agree, severally and not jointly, to purchase from the Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto Issuers, at a purchase price equal to 98.922of (x) 97% of the aggregate principal amount thereof, thereof plus (y) accrued interest, if any, from October 28April 30, 2022 1998, to the Closing Date Date, the respective principal amounts set forth opposite the names of the several Purchasers in Schedule A hereto. The Purchasers acknowledge that the U.S. Issuer will be severally obligated with respect to the payment of $60.0 million of principal of the Offered Securities, together with interest thereon (as defined belowthe "JCI Portion"), and that Jafra S.A. will be severally obligated with respect to the payment of $40.0 million of principal of the Offered Securities, together with interest thereon (the "Jafra S.A. Portion"). The Company will not be obligated Purchasers agree to deliver any purchase the Offered Securities from the Issuers on a several basis as between the Issuers, in the relative proportions of the JCI Portion and the Jafra S.A. Portion, respectively, and agree that the net proceeds of the sale of the Offered Securities except upon payment for all and the net purchase price will be paid to each of the Issuers in that ratio. The Issuers will deliver the Offered Securities to be purchased as provided herein. The Company understands that CSFBC for the Underwriters intend to make a public offering accounts of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment Purchasers, against payment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to such order as the order of the Representatives Issuers may direct, at the office of Xxxxxx Debevoise & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000Xxxxxxxx, at 9:00 10:00 A.M., (New York time), on October 28April 30, 20221998, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company Issuers determine, such time being herein referred to as the “"Closing Date”, against delivery to the Trustee as custodian for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of the ." The Offered Securities (collectivelyso to be delivered will be in definitive fully registered form, the “Global Notes”). The Global Notes in such denominations and registered in such names as CSFBC reasonably requests and will be made available electronically for inspection by checking and packaging at the Representatives at least 24 hours prior to offices of Debevoise & Xxxxxxxx on the Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amount Company, at a purchase price of the Offered $[•] per share, that number of Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Representatives Company in the case of shares of Firm Securities at the office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, Mxxxx LLP at 9:00 A.M., 10:00 A.M. (New York time), on October 28[•] , 20222005, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Cravath, Swaine & Mxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not earlier than two and not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of Cravath, Swaine & Mxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Mxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective principal amount Selling Stockholder, at a purchase price of $17.20 per share, the Offered number of Firm Securities set forth below the caption "Company" or "Selling Stockholder," as the case may be, and opposite the name of such Underwriter’s name Underwriter in Schedule A hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (as defined below)hereto. The Company and the Selling Stockholder will not be obligated deliver the Firm Securities to deliver any the Representatives for the accounts of the Offered Securities except upon Underwriters, against payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by it to or through any Underwriter. Payment for the Offered Securities shall be made by the Underwriters purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston LLC ("CSFB") drawn to the order of the Representatives Company in the case of 3,666,667 shares of Firm Securities and the Selling Stockholder in the case of 1,333,333 shares of Firm Securities, at the office of Xxxxxx Latham & Xxxxxxx Watkins LLP, 000 Xxxxxxxx Xxx. Xxxxx 000885 Third Avenue, XxxxxxNew York, XX 00000, at 9:00 A.M., (New York time)10022, on October 28ax 0:00 A.X., 2022Xxx York xxxx, or at such other xx Xxxxxxx 00, 0000, xx xx xxxx xxxxr time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “"FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date”, against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for the Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each series of all the Offered Securities (collectively, sold pursuant to the “Global Notes”)offering. The Global Notes certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available electronically for inspection by checking and packaging at the Representatives above office of Latham & Watkins LLP at least 24 hours prior to the First Closing Dxxx. In addition, upon written notice from CSFB given to the Company and the Selling Stockholder from time to time but not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFB to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Selling Stockholder, at the above office of Latham & Watkins LLP. The certificates for the Optional Securities xxxxx purxxxxxx on each Optional Closing Date will be in the form of one or more global securities, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking at the above office of Latham & Watkins LLP at a reasonable time in advance of such Optionxx Xxxsinx Xxxx.