Common use of Sale and Delivery to Underwriters Clause in Contracts

Sale and Delivery to Underwriters. (a) Subject to the terms and conditions herein set forth, (i) each of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at a purchase price per share of $17.71375, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto hereunder and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at the purchase price per share set forth in clause (a)(i) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at the election of the Underwriters up to 825,000 Optional Shares, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Selling Stockholders as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-Fact and each Selling Stockholder indicated on Schedule V hereof as a “Non-POA Selling Stockholder” (each, a “Non-POA Selling Stockholder”), given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4(a) hereof) or, unless you and the Attorneys-in-Fact and the Non-POA Selling Stockholders) otherwise agree in writing, no later than ten business days after the date of such notice; provided, that if such notice is provided prior to the First Time of Delivery, such Optional Shares shall be delivered at the First Time of Delivery.

Sale and Delivery to Underwriters. (a) Subject to the terms and conditions herein set forth, (i) each of the Selling Stockholders agrees, severally Company agrees to issue and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, agrees to purchase from each of the Selling StockholdersCompany, at a purchase price per share of $17.71375[•], the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto hereunder I, and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders agree, severally Company agrees to issue and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, agrees to purchase from each of the Selling StockholdersCompany, at the purchase price per share set forth in clause (a)(ii) of this Section 22(a), that portion a number of Optional Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Selling Stockholders, as and to the extent indicated in Schedule II hereto, Company hereby grant, severally and not jointly, grants to the Underwriters the right to purchase at the its election of the Underwriters up to 825,000 [•] Optional Shares, at the purchase price per share set forth in the paragraph above, provided that for the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by sole purpose of covering overallotments in the Company and payable on sale of the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Selling Stockholders as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice from you the Representative to the Attorneys-in-Fact and each Selling Stockholder indicated on Schedule V hereof as a “Non-POA Selling Stockholder” (each, a “Non-POA Selling Stockholder”)Company, given within a period of 30 thirty (30) calendar days after the date of this Agreement and Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you the Representative but in no event earlier than the First Time of Delivery (as defined in Section 4(a) hereof) or, unless you the Representative and the Attorneys-in-Fact and the Non-POA Selling Stockholders) Company otherwise agree in writing, no earlier than two (2) or later than ten (10) business days after the date of such notice; provided. (c) It is understood that each Underwriter has authorized the Representative, that for such Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Shares and the Optional Shares, if any, which such notice is provided prior Underwriter has agreed to purchase. Sandler X’Xxxxx & Partners, L.P., not as representative of the First Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds have not been received by Sandler X’Xxxxx & Partners, L.P. by the relevant Time of Delivery, but such Optional Shares payment shall be delivered at the First Time of Deliverynot relieve such Underwriter from its obligations hereunder.

Sale and Delivery to Underwriters. (a) Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) each of the Selling Stockholders agreesForward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agrees to sell to each of the UnderwritersUnderwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective number of Underwritten Forward Shares set forth in Schedule A hereto opposite such Underwriter’s name at $34.46 per share (the “Forward Purchase Price”). With respect to the Underwritten Forward Shares, the Forward Seller’s obligations extend solely to the number of Underwritten Borrowed Shares specified opposite its name on Schedule A. (b) In addition, on the basis of the Underwriters agreesrepresentations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Forward Seller (with respect to any Borrowed Option Shares) and the Company (with respect to any Company Top-Up Option Shares), severally and not jointly, hereby grants an option to the several Underwriters, severally and not jointly, to purchase from each of the Selling Stockholders, at a purchase price per share of $17.71375, (i) up to the number of Firm Borrowed Option Shares set forth in Schedule A (to be adjusted by you so as to eliminate fractional shares) determined by multiplying in the aggregate number of Shares to be sold by each case of the Selling Stockholders by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto hereunder Forward Seller) and (ii) up to the total number of Company Top-Up Option Shares (in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each case of the Selling Stockholders agreeCompany), severally and not jointly, to sell to in each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, case at the purchase price per share set forth in clause (a)(i) of this Section 2Forward Purchase Price; provided that, that portion of the number of Optional Shares as with respect to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fractionForward Option Shares, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at the election of the Underwriters up to 825,000 Optional Shares, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share Forward Purchase Price shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Company Top-Up Underwritten Shares but not payable on such Forward Option Shares (the Optional “Option Purchase Price”). The number of Forward Option Shares to be purchased by each Underwriter shall be the number of Forward Option Shares which bears the same ratio to the aggregate number of Forward Option Shares being purchased as the number of Forward Shares set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of the Forward Shares being purchased from the Forward Seller by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Forward Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Forward Option Shares. Any such election to purchase Optional Shares time and date of delivery (a “Date of Delivery”) shall be made determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in proportion any event prior to Closing Time. The Forward Seller’s obligations pursuant to this Section 3(b) extend solely to the maximum number of Optional Borrowed Option Shares specified opposite its name in Schedule A. (c) If with respect to the Forward Shares, (i) any of the representations and warranties of the Company contained in Section 1(a) hereof or any certificate delivered by the Company pursuant hereto are not true and correct as of Closing Time or such Date of Delivery, as the case may be, as if made as of Closing Time or such Date of Delivery, as the case may be; (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to Closing Time or such Date of Delivery, as the case may be; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to Closing Time or such Date of Delivery, as the case may be; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to Closing Time or such Date of Delivery, as the case may be, or Closing Time or such Date of Delivery, as the case may be, shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreement shall not have been satisfied on or prior to Closing Time or such Date of Delivery, as the case may be; or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreement are not true and correct as of Closing Time or such Date of Delivery, as the case may be, as if made as of Closing Time or such Date of Delivery, as the case may be, (clauses (i) through (vi), together, the “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the event the Forward Seller determines that (A) in connection with establishing its hedge position the Forward Seller (or its affiliate) is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Shares to be sold by it hereunder, (B) it is impracticable to do so, or (C) it (or its affiliate) would incur a stock loan fee of more than 300 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the Selling Stockholders as set forth in Schedule II hereto. Any such election Forward Seller shall only be required to purchase Optional Shares may be exercised only by written notice from you deliver for sale to the Attorneys-in-Fact and each Selling Stockholder indicated Underwriters on Schedule V hereof Closing Time or such Date of Delivery, as a “Non-POA Selling Stockholder” (eachthe case may be, a “Non-POA Selling Stockholder”), given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional shares of Common Stock that the Forward Seller (or its affiliate) is able to so borrow in connection with establishing its hedge position at or below such cost. (d) If the Forward Seller elects, pursuant to Section 3(c) hereof, not to borrow and deliver for sale to the Underwriters on the Closing Time or such Date of Delivery, as the case may be, the total number of Borrowed Shares to be sold by it hereunder, the Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the business day prior to the Closing Time or such Date of Delivery, as the case may be. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Top-Up Shares prior to the business day following notice to the Company of the relevant number of Forward Shares so deliverable in accordance with this Section 3(d). (e) Payment for the Underwritten Forward Shares shall be made by the Underwriters to the Forward Seller (with respect to the Underwritten Borrowed Shares) or to the Company (with respect to any Company Top-Up Underwritten Shares) by wire transfer of immediately available funds to bank accounts designated by the Forward Seller and the Company, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Underwritten Forward Shares to be purchased and the date by them at 7:00 a.m., California time, on which November 7, 2019, or such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4(a) hereof) or, unless you and the Attorneys-in-Fact and the Non-POA Selling Stockholders) otherwise agree in writing, no other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Forward Seller or the Company, as applicable, or as provided in Section 14 hereof (such date and time of delivery and payment for such Forward Shares being herein called the “Closing Time”). Delivery of the Forward Shares shall be made, and the Forward Shares shall be registered in, the name of Cede & Co. as nominee of The Depository Trust Company, and available for checking in New York, New York not later than 4:00 p.m., New York City time, on the business day prior to Closing Time, or as the relevant parties may otherwise agree. It is understood that each Underwriter has authorized BofA Securities, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Forward Shares which such Underwriter has agreed to purchase. BofA Securities, individually and not as the representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Forward Shares to be purchased by any Underwriter whose check has not been received by Closing Time, but such payment shall not release such Underwriter from its obligations hereunder. (f) Notwithstanding the provisions set forth in Section 3(a) above, if the option provided for in Section 3(b) hereof is exercised after the second business day prior to Closing Time, delivery of the Forward Option Shares shall be made to the Underwriters on the date specified by the Representatives (which shall be at least one but within two business days after written notice of the exercise of such notice; provided, that if such notice option is provided prior given) for the respective accounts of the several Underwriters. Payment for any Forward Option Shares shall be made by the Underwriters to the First Time Forward Seller (with respect to any Borrowed Option Shares) or the Company (with respect to any Company Top-Up Option Shares) by wire transfer of immediately available funds to bank accounts designated by the Forward Seller and the Company, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Forward Shares to be purchased by them at 7:00 a.m., California time, on the Date of Delivery, or such Optional Shares other time not later than ten business days after such date as shall be delivered at agreed upon by the First Time of DeliveryRepresentatives, the Forward Seller or the Company, as applicable, or as provided in Section 14 hereof.

Sale and Delivery to Underwriters. (a) Subject to the terms and conditions herein set forth, (i) each of the Selling Stockholders agrees, severally Company agrees to issue and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, agrees to purchase from each of the Selling StockholdersCompany, at a purchase price per share of $17.713757.54 , the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto hereunder I, and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders agree, severally Company agrees to issue and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, agrees to purchase from each of the Selling StockholdersCompany, at the purchase price per share set forth in clause (a)(ii) of this Section 22(a), that portion a number of Optional Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Selling Stockholders, as and to the extent indicated in Schedule II hereto, Company hereby grant, severally and not jointly, grants to the Underwriters the right to purchase at the its election of the Underwriters up to 825,000 346,500 Optional Shares, at the purchase price per share set forth in the paragraph above, provided that for the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by sole purpose of covering overallotments in the Company and payable on sale of the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Selling Stockholders as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice from you the Representative to the Attorneys-in-Fact and each Selling Stockholder indicated on Schedule V hereof as a “Non-POA Selling Stockholder” (each, a “Non-POA Selling Stockholder”)Company, given within a period of 30 thirty (30) calendar days after the date of this Agreement and Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you the Representative but in no event earlier than the First Time of Delivery (as defined in Section 4(a) hereof) or, unless you the Representative and the Attorneys-in-Fact and the Non-POA Selling Stockholders) Company otherwise agree in writing, no earlier than two (2) or later than ten (10) business days after the date of such notice; provided. (c) It is understood that each Underwriter has authorized the Representative, that for such Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Shares and the Optional Shares, if any, which such notice is provided prior Underwriter has agreed to purchase. Sandler X’Xxxxx & Partners, L.P., not as representative of the First Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds have not been received by Sandler X’Xxxxx & Partners, L.P. by the relevant Time of Delivery, but such Optional Shares payment shall be delivered at the First Time of Deliverynot relieve such Underwriter from its obligations hereunder.

Sale and Delivery to Underwriters. (a) Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from each of the Selling StockholdersCompany, at a purchase price per share of $17.71375[ ] (the “Purchase Price”), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth in Schedule I opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, bears to the total number of Firm Shares, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. It is understood that [ ] Firm Shares initially will be reserved by the Underwriters for offer and sale to the Directed Share Purchasers upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of FINRA. Under no circumstances will the Representatives or any Underwriter be liable to the Company or to any Directed Share Purchaser for any action taken or omitted to be purchased by all taken in good faith in connection with the administration of such Directed Share Program. Notwithstanding the Underwriters from each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto hereunder and (ii) in the event and foregoing, to the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Purchaser listed on Schedule IV hereto on or immediately after the date of this Underwriting Agreement (the “Unsold Directed Shares”), such Unsold Directed Shares may be offered by the Underwriters shall exercise to the election to purchase Optional Shares public as provided below, each part of the Selling Stockholders agreepublic offering contemplated herein. (b) In addition, severally and not jointly, to sell to each on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at the purchase price per share set forth in clause (a)(i) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at the election of the Underwriters up to 825,000 Optional Sharesan additional [ ] shares of Common Stock, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Selling Stockholders as set forth in Schedule II heretoI, at the Purchase Price. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-Fact and each Selling Stockholder indicated on Schedule V hereof as a “Non-POA Selling Stockholder” (each, a “Non-POA Selling Stockholder”), given within a period of The option hereby granted will expire 30 calendar days after the date of this Agreement hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the aggregate number of Optional Shares as to be purchased which the several Underwriters are then exercising the option and the time and date on which of payment and delivery for such Optional Shares are to Shares. Any such time and date of delivery (a “Date of Delivery”) shall be delivered, as determined by you the Representatives, but in no event earlier than the First Time of Delivery (as defined in Section 4(a) hereof) or, unless you and the Attorneys-in-Fact and the Non-POA Selling Stockholders) otherwise agree in writing, no shall not be later than ten seven full business days after the date exercise of such notice; providedsaid option, that if such notice is provided nor in any event prior to the First Time Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of Deliverythe Optional Shares, such each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Shares then being purchased which the number of Optional Shares set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Optional Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, bears to the total number of Optional Shares, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (c) It is understood that each Underwriter has authorized the Representatives, for such Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Shares and the Optional Shares, if any, which such Underwriter has agreed to purchase. Sandler X’Xxxxx & Partners, L.P. and Xxxxxxxx Inc., each individually and not as Representatives of the Underwriters, may (but shall not be delivered at obligated to) make payment of the First purchase price for the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds have not been received by Sandler X’Xxxxx & Partners, L.P. and Xxxxxxxx Inc. by the Closing Time or the relevant Date of DeliveryDelivery but such payment shall not relieve such Underwriter from its obligations hereunder.

Sale and Delivery to Underwriters. (a) Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each of the Selling Stockholders agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $28.60 per share, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agree to sell to each of the UnderwritersUnderwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from each the Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective number of the Selling Stockholders, Underwritten Forward Shares set forth in Schedule A hereto opposite such Underwriter’s name at a purchase price $28.60 per share of $17.71375(the “Forward Purchase Price”). With respect to the Underwritten Forward Shares, the Forward Seller’s obligations extend solely to the number of Firm Underwritten Forward Shares specified opposite its name on Schedule A. (to be adjusted by you so as to eliminate fractional sharesc) determined by multiplying In addition, on the aggregate number of Shares to be sold by each basis of the Selling Stockholders by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto representations and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto hereunder warranties herein contained and (ii) in the event and subject to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided belowterms and conditions herein set forth, each of the Selling Stockholders agreeForward Seller (with respect to any Borrowed Option Shares) and the Company (with respect to any Company Top-Up Option Shares), severally and not jointly, hereby grants an option to sell to each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each (i) up to the number of the Selling Stockholders, at the purchase price per share Borrowed Option Shares set forth in clause Schedule A (a)(i) of this Section 2, that portion in the case of the Forward Seller) and (ii) up to the total number of Optional Company Top-Up Option Shares as (in the case of the Company), in each case at the Forward Purchase Price; provided that, with respect to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Borrowed Option Shares by a fractionand Company Top-Up Option Shares, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at the election of the Underwriters up to 825,000 Optional Shares, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share Forward Purchase Price shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Company Top-Up Underwritten Shares but not payable on such Forward Option Shares (the Optional “Option Purchase Price”). The number of Forward Option Shares to be purchased by each Underwriter shall be the number of Forward Option Shares which bears the same ratio to the aggregate number of Forward Option Shares being purchased as the number of Securities and Forward Shares set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Securities and the Forward Shares being purchased from the Forward Seller by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representative to the Company setting forth the number of Forward Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Forward Option Shares. Any such election to purchase Optional Shares time and date of delivery (a “Date of Delivery”) shall be made determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in proportion any event prior to the maximum Closing Time. The Forward Seller’s obligations pursuant to this Section 3(c) extend solely to the number of Optional Borrowed Option Shares specified opposite its name in Schedule A. (d) If with respect to the Forward Shares, (i) any of the representations and warranties of the Company contained in Section 1(a) hereof or any certificate delivered by the Company pursuant hereto are not true and correct as of the Forward Closing Time or such Date of Delivery, as the case may be, as if made as of the Forward Closing Time or such Date of Delivery, as the case may be; (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to the Forward Closing Time or such Date of Delivery, as the case may be; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Forward Closing Time or such Date of Delivery, as the case may be; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Forward Closing Time or such Date of Delivery, as the case may be, or the Forward Closing Time or such Date of Delivery, as the case may be, shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreement shall not have been satisfied on or prior to the Forward Closing Time or such Date of Delivery, as the case may be, or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreement are not true and correct as of the Forward Closing Time or such Date of Delivery, as the case may be, as if made as of the Forward Closing Time or such Date of Delivery, as the case may be, (clauses (i) through (vi), together, the “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the event the Forward Seller determines that (A) in connection with establishing its hedge position the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable for the Selling Stockholders as set forth Forward Seller to do so or it would incur a stock loan cost of more than 300 basis points per annum with respect to all or any portion of such shares to do so, then, in Schedule II hereto. Any such election each case, the Forward Seller shall only be required to purchase Optional Shares may be exercised only by written notice from you deliver for sale to the Attorneys-in-Fact and each Selling Stockholder indicated Underwriters on Schedule V hereof the Forward Closing Time or such Date of Delivery, as a “Non-POA Selling Stockholder” (eachthe case may be, a “Non-POA Selling Stockholder”), given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional shares of Common Stock that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost. (e) If the Forward Seller elects, pursuant to Section 3(d) hereof, not to borrow and deliver for sale to the Underwriters on the Forward Closing Time or such Date of Delivery, as the case may be, the total number of Borrowed Shares to be purchased and sold by it hereunder, the date Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on which the business day prior to the Forward Closing Time or such Optional Shares are to be deliveredDate of Delivery, as determined by you but the case may be. Notwithstanding anything to the contrary herein, in no event earlier than will the First Time Company be required to issue or deliver the applicable Top-Up Shares prior to the business day following notice to the Company of Delivery the relevant number of Forward Shares so deliverable in accordance with this Section 3(e). (f) Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as defined in Section 4(a) hereof) or, unless you shall be agreed upon by the Representative and the Attorneys-in-Fact and the Non-POA Selling Stockholders) otherwise agree in writingCompany, no at 7:00 A.M., California time, on December 13, 2018, or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Primary Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such notice; provideddenominations and registered in such names as the Representative may request in writing at least one business day before Closing Time or the relevant Date of Delivery, as the case may be. It is understood that if each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which such notice is Underwriter has agreed to purchase. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, individually and not as the representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose check has not been received by Closing Time, but such payment shall not release such Underwriter from its obligations hereunder. (g) Payment for the Underwritten Forward Shares shall be made by the Underwriters to the Forward Seller (with respect to the Underwritten Borrowed Shares) or to the Company (with respect to any Company Top-Up Underwritten Shares) by wire transfer of immediately available funds to bank accounts designated by the Forward Seller and the Company, as the case may be, against delivery to the Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Underwritten Forward Shares to be purchased by them at 7:00 A.M. California time, on December 13, 2018, or such other time not later than ten business days after such date as shall be agreed upon by the Representative, the Forward Seller or the Company, as applicable, or as provided in Section 14 hereof (such date and time of delivery and payment for such Underwritten Forward Shares being herein called the “Forward Closing Time”). Delivery of the Underwritten Forward Shares shall be made, and the Underwritten Forward Shares shall be registered in, the name of Cede & Co. as nominee of The Depository Trust Company, and available for checking in New York, New York not later than 4:00 P.M. (New York City time) on the business day prior to the First Time Forward Closing Time. For purposes of this Agreement, references to “Closing Time” shall include the “Primary Closing Time” and the “Forward Closing Time.” (h) Notwithstanding the provisions set forth in Section 3(b) above, if the option provided for in Section 3(c) hereof is exercised after the second business day prior to the Forward Closing Time, delivery of the Forward Option Shares shall be made to the Underwriters on the date specified by the Representative (which shall be at least one but within two business days after written notice of the exercise of such option is given) for the respective accounts of the several Underwriters. Payment for any Forward Option Shares shall be made by the Underwriters to the Forward Seller (with respect to any Borrowed Option Shares) or the Company (with respect to any Company Top-Up Option Shares) by wire transfer of immediately available funds to bank accounts designated by the Forward Seller and the Company, as the case may be, against delivery to the Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Underwritten Forward Shares to be purchased by them at 7:00 A.M. (California time), on the Date of Delivery, or such Optional Shares other time not later than ten business days after such date as shall be delivered at agreed upon by the First Time of DeliveryRepresentative, the Forward Seller or the Company, as applicable, or as provided in Section 14 hereof.