Extract to table

As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder

"Option Closing Date" means the closing date for the purchase of Option Shares, if any, which shall be no later than November 16, 2023, or such other date as the Representatives and the Selling Stockholders may agree upon in writing

"Pricing Disclosure Package" means the Preliminary Prospectus Supplement, together with the Issuer Free Writing Prospectus (Pricing Term Sheet) dated October 12, 2023, and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package

1 Agreement to Sell and Purchase Firm Shares Subject to the terms and conditions set forth herein, each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, at the Public Offering Price less the Underwriting discount (that is, $41

The aggregate purchase price for the Firm Shares (exclusive of the Underwriting discount, which shall be retained by the Underwriters from the Public Offering Price) shall be $253,500,000, representing 6,250,000 shares multiplied by the Net Proceeds Per Share of $40

The total Underwriting discount on the Firm Shares shall be $6,500,000, representing 6,250,000 shares multiplied by $1