Common use of Conditions to the Underwriters’ Obligations Clause in Contracts

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 5:30 p.m.(New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Operating Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the financial condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer (i) of the Company, to the effect set forth in Section 6(a)(i7(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2ii) a certificate, dated of each of MHG and the Closing Date and signed by an executive officer of the Selling Shareholder Operating Company to the effect that the representations and warranties of MHG and the Selling Shareholder Operating Company, as the case may be, contained in this Agreement are true and correct as of the Closing Date and that each of MHG and the Selling Shareholder Operating Company, as the case may be, has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers Each officer signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx& Xxxxxxxx LLP, Esq. (“Xxxxxx”), general special counsel for the Company and the Operating Company, dated the Closing Date, to substantially in the effect set forth in Annex A hereto.form attached hereto as Exhibit A. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the each Selling Shareholder, dated the Closing Date, to substantially in the effect set forth in Annex B hereto.form attached hereto as Exhibit B. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion opinion, in form and substance satisfactory to the Underwriters, of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by the Underwriter. The opinion of Xxxxxxxx & Xxxxxxxx LLP described in Sections 7(c) above (and any opinions of Xxxxxx and counsel for any Selling Shareholder Counsel described in Section 6(creferred to above) and 6(d) above shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderShareholders, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Datefrom BDO Xxxxxxx, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained substantially in the Registration Statementform attached hereto as Exhibit C. (g) The Underwriters shall have received, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date, a “bring-down” letter dated the Closing Date of BDO Xxxxxxx, LLP that shall use a “cut-off date” not earlier than the date hereof., and that is substantially in the form attached hereto as Exhibit D. (gh) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form attached as Exhibit E hereto, between you and the shareholders, officers and directors of Exhibit A the Company listed on Schedule V hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received reasonably satisfactory evidence as to the prior consummation of the Term Loan Facility, the concurrent consummation of the Formation Transactions and that the Operating Company will obtain the Revolving Credit Facility on or promptly after the Closing Date, in each case on the terms set forth in the Time of Sale Prospectus. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:30 P. M. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter representations and warranties of the Selling Stockholders contained in this Agreement shall be true and correct in all material respects as of the Closing Date and that the Selling Stockholders shall have complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied in all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (cd) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx Xxxxxx, Esq. Xxxxxx LLP (“XxxxxxCooley”), general outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex A heretoRepresentative. (de) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)LLP, counsel for the Selling ShareholderStockholders, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex B heretoRepresentative. (ef) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, Professional Corporation (“WSGR”), counsel for the UnderwriterUnderwriters, dated the Closing Date, covering in form and substance reasonably satisfactory to the Representative. With respect to Section 6(d) and 6(f), Cooley and WSGR, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(e) above, Xxxxxx LLP may rely upon an opinion or opinions of counsel for any Selling Stockholders and, with respect to factual matters and to the extent such matters as requested by counsel deems appropriate, upon the Underwriterrepresentations of each Selling Stockholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Stockholder and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholders is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) such counsel shall state in their opinion that they are justified in relying on each such other opinion. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Cooley described in Section 6(c) and 6(d) above (and any opinions of counsel for any Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderStockholders, as the case may be, and shall so state therein. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent public accountants, BDO containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and the officers and directors of the Company and the Selling Stockholders relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (i) The obligation Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Underwriter Selling Stockholders by the Attorneys-in-Fact, to the effect that the representations and warranties of the Selling Stockholders contained in this Agreement are true and correct as of the Closing Date and that the Selling Stockholders have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date. (j) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(c) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Cooley, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to substantially the same effect as the opinion required by Section 6(d) hereof; (iii) an opinion of WSGR, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to substantially the same effect as the opinion required by Section 6(f) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from BDO, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [—] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxxxx Procter LLP, Esq. (“Xxxxxx”), general outside counsel for the CompanyCompany (“Xxxxxxx Procter”), dated the Closing Date, in the form and substance satisfactory to the effect set forth Representatives and in Annex A hereto.the form previously agreed to between you or your counsel and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Underwriters (“WSGR”); (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)WSGR, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in the form and substance satisfactory to the effect set forth Representatives. With respect to certain provisions included in Annex B hereto. (ethe opinions to be delivered pursuant to Sections 5(c) and 5(d) above, Xxxxxxx Procter and WSGR, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel Procter described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fe) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent public accountantsPWC, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gf) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (g) The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed on behalf of the Company by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxxx Procter, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of WSGR, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PwC substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects as of the Closing Date and the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may do so having made due enquiry and without personal liability to the Underwriters as a result thereof and may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxDe Brauw Blackstone Westbroek N.V., Esq. (“Xxxxxx”), general special Dutch counsel for the Company, dated the Closing Date, in a form acceptable to the effect set forth in Annex A heretoUnderwriters. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special U.S. counsel for the Company, dated the Closing Date, in a form acceptable to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xx. Xxxxx Xxxxxxx, Senior Vice President and General Counsel of the Company, dated the Closing Date, in a form acceptable to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsN.V., the “Selling Shareholder Counsel”), special Dutch counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in a form acceptable to the effect set forth in Annex B heretoUnderwriters. (eg) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, special U.S. counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered a form acceptable to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinUnderwriters. (fh) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPeach of KPMG Accountants N.V. and Deloitte Accountants B.V., each independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gi) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain of the shareholders, executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock Ordinary Shares or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. (j) The Shares to be delivered shall have been approved for listing on the NASDAQ Global Market, subject only to official notice of issuance (if applicable). (k) You and counsel for the Underwriters shall have received such information, certificates and documents as the Representatives may reasonably require for the purposes of enabling you to effect the transactions contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing request, including, without limitation, supplemental opinions, certificates and letters confirming as of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date the opinions, certificates and other matters related to the issuance of such Additional Sharesletters delivered on Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [5:00 p.m.] (New York City time) on the date hereofhereof and the Canadian Supplemented PREP Prospectus shall have been filed with the Canadian Authorities in accordance with PREP Procedures not later than [5:00 p.m.], New York City time, on the first full business day after the date of this Agreement. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a wholeSubsidiaries, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of and the date of this Agreement Canadian Prospectus that, in your the Representative’s judgment, is material and adverse and that makes it, in your the Representative’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus and the Canadian Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Date (except for representations and warranties qualified by materiality which shall be true and correct in all respects as of the Closing Date), subject to such representations and warranties which may be amended as a direct result of the completion of the Conversion, and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received, on each of the date hereof and on the Closing Date, a certificate of the chief financial officer, in form and substance reasonably satisfactory to the Representative. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP (“Company U.S. Counsel”), U.S. counsel for the Company, dated the Closing Date and in form and substance reasonably satisfactory to the Representative. (e) The Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. DLA Piper (Canada) LLC (“XxxxxxCompany Canadian Counsel”), general Canadian counsel for the Company, dated the Closing Date, Date and in form and substance reasonably satisfactory to the effect set forth in Annex A heretoRepresentative. (df) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxx Xxxxx Xxxxxxxx & Xxxx LLP (“Underwriter U.S. Counsel”), U.S. counsel for the Underwriters, dated the Closing Date, covering such matters as the Representative may reasonably request. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory regulatory counsel to the Underwriter Company (such firm or firms, the “Selling Shareholder Regulatory Counsel”), counsel for the Selling Shareholder, dated the Closing Date, Date and in form and substance reasonably satisfactory to the effect set forth Representative with respect to the Company’s and its Subsidiaries operations in Annex B heretoIllinois, Michigan, Massachusetts, New Jersey and Ohio. (eh) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers each of Xxxxxx LLP, MNP LLP, and Xxxx, Xxxxx & Xxxx LLC, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectuses; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereoftwo business days prior to such Closing Date. (gi) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto or Exhibit B of Schedule IV hereto, as applicable, (with any such modifications as the Representative shall have previously agreed to), between the Representative and all of the officers and directors of the Company and stockholders of the Company holding in the aggregate not less than 94% of the issued and outstanding Common Stock on the date hereof, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter Representative on or before the date hereof, shall be in full force and effect on the Closing Date. . (j) The obligation Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the secretary of the Underwriter Company, as to such matters as the Representative may reasonably request. (k) No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus or the Prospectus shall have been issued, and no proceedings for such purpose shall have been instituted or threatened by the Commission; no notice of objection of the Commission to the use of the Registration Statement shall have been received; and all requests for additional information on the part of the Commission shall have been complied with to the Representative’s satisfaction, acting reasonably. (l) The Firm Shares and Additional Shares, if any, shall have been approved for listing upon notice of issuance on the Canadian Securities Exchange (“CSE”). (m) The Underwriters shall have received the Underwriting Fee in respect of the Shares. (n) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing following: i. a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the due authorization certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and issuance correct as of such Option Closing Date; ii. a certificate of the chief financial officer, in form and substance reasonably satisfactory to the Representative; iii. an opinion and a negative assurance letter of Company U.S. Counsel, dated the Option Closing Date, relating to the Additional Shares to be sold purchased on such Option Closing Date and other matters related otherwise to the issuance same effect as the opinion and the negative assurance letter required by Section 5(d) hereof; iv. an opinion of Company Canadian Counsel, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; v. an opinion and negative assurance letter of Underwriter U.S. Counsel, dated the Option Closing Date, relating to the Additional SharesShares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(f) hereof; vi. an opinion of Regulatory Counsel, dated the Option Closing Date, to the same effect as the opinion required by Section 5(g) hereof; vii. a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from each of Xxxxxx LLP, MNP LLP, and Xxxx, Xxxxx & Xxxx LLC, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(h) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and viii. a certificate of the Secretary of the Company, as to such matters as the Representative may reasonably request.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(iSections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to prospective changes and proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxDechert LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, to the effect set forth in Annex A on Exhibit B hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion, of Xxxxxxx X. Xxxxxx, General Counsel of the Company, dated the Closing Date, substantially in the form attached as Exhibit C hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsLLP, the “Selling Shareholder Counsel”), special regulatory counsel for the Selling ShareholderCompany, dated the Closing Date, to the effect set forth in Annex B on Exhibit D hereto. (ef) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by the UnderwriterUnderwriters may reasonably request. With respect to Sections 5(c) - 5(f) above, Dechert LLP, Xxxx Xxxxx LLP or Xxxxx Xxxx & Xxxxxxxx LLP, as applicable, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(cSections 5(c) and 6(d– 5(e) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares, provided that such requested documents shall be of the type customarily delivered in connection with the closing of the exercise of an option to purchase additional shares in an underwritten offering and, to the extent applicable, shall be in substantially the same form (with conforming changes as necessary) as the documents delivered in connection with the Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:00 p.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion opinions of W. Xxxxxxxx Xxxxxx, Esq. DLA Piper LLP (“Xxxxxx”US), general counsel DLA Piper UK LLP and DLA Piper Nederland, outside counsels for the CompanyCompany and certain of its subsidiaries, dated the Closing Date, to in forms agreed upon by such counsels and the effect set forth in Annex A heretoUnderwriters. (d) The Underwriter Underwriters shall have received on the Closing Date opinions of Xxxxxx LLP and Fidal, M+K Lawyers, counsels for the Selling Stockholders, dated the Closing Date, in forms agreed upon by such counsels and the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxx, the “Selling Shareholder Counsel”)Professional Corporation, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, to in a form agreed upon by such counsel and the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinUnderwriters. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPeach of Ernst & Young LLP and ShineWing Xxxx Xxxxxxxx, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate of the Company’s Chief Financial Officer dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters. (h) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes under Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares Securities on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer or senior vice president of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxSidley Austin LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Company; (ii) the Indenture has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (the “Enforceability Exceptions”); (iii) the Indenture has been duly qualified under the Trust Indenture Act; (iv) the Securities have been duly authorized by the Company, and, when duly executed by an authorized officer of the Company and authenticated by the Trustee and when the Company’s corporate seal is affixed thereto, all in accordance with the provisions of the Indenture, and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent enforceability may be limited by the Enforceability Exceptions; (v) the statements set forth in Annex A hereto. (dA) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided Prospectus under the captions “Description of Debt Securities” and “Description of the Notes,” to the extent that such statements purport to describe certain provisions of the letter delivered on Indenture or the Closing Date shall use a “cutSecurities, accurately describe such provisions in all material respects, and (B) the Registration Statement in Item 15, to the extent that such statements purport to describe certain provisions of the DGCL, the Company’s amended and restated certificate of incorporation or the Company’s amended and restated by-off date” not earlier than the date hereof.laws summarized therein, accurately describe such provisions in all material respects; (gvi) The the statements set forth in the Time of Sale Prospectus and the Prospectus under the caption “lock-upMaterial U.S. Federal Income Tax Considerations” agreement executed to the extent that such statements purport to describe the provisions of U.S. federal income tax laws referred to therein, accurately describe such provisions in all material respects; (vii) the Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”); (viii) to the knowledge of such counsel, no consent, approval, authorization or other order of, or qualification with, any federal regulatory body, federal administrative agency or other federal governmental body of the United States of America or any state regulatory body, state administrative agency or other state governmental body of the State of New York is required under Applicable Laws for the issuance and sale of the Securities to the Underwriters as contemplated by this Agreement and compliance by the Selling Shareholder in Company with its obligations under the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation terms of the Underwriter Securities. “Applicable Laws” means the General Corporation Law of the State of Delaware and those laws of the State of New York, and those federal laws of the United States of America which, in such counsel’s experience and without independent investigation, are normally applicable to purchase Additional Shares hereunder are subject to transactions of the delivery to you on type contemplated by the applicable Option Closing Date of such documents as you may reasonably request Underwriting Agreement and the Indenture, except that Applicable Laws shall not include federal or state securities or blue sky laws (including, without limitation, the Securities Act, the Exchange Act, the Investment Company Act or the Trust Indenture Act), any antifraud or similar law or any law, rule or regulation with respect to the good standing of the Companymoney transfer business, the due authorization and issuance of xxxx payment business, the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.business-to-business payment business or similar matters; and

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, condition (financial or otherwise, ) or in the earnings, business or operations of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in each of the Time of Sale Prospectus (excluding amendments or supplements thereto) as of and the date of this Agreement Prospectuses that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect it being understood that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened). (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxGoodmans LLP, Esq. (“Xxxxxx”), general Canadian counsel for the Company, dated the Closing Date, in form and substance satisfactory to you, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the effect set forth in Annex A heretolaws other than the laws of Canada and of the province of Ontario (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters). (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx LLP, U.S. counsel for the Company, dated the Closing Date, in form and substance satisfactory to you. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsStikeman Elliott LLP, the “Selling Shareholder Counsel”), Canadian counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in form and substance satisfactory to you (provided that counsel to the effect set forth in Annex B heretoUnderwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada and the province of Ontario). (ef) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, U.S. counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx in form and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered substance satisfactory to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinyou. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent public accountantsPwC, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectuses; provided that the letter delivered on the date hereof shall use a “cut-off date” not more than two business days prior to the date hereof and the letter delivered on the Closing Date shall use a “cut-off date” not earlier more than two business days prior to the date hereofClosing Date. (gh) The “Company’s outstanding Common Shares and the Shares shall have been approved for listing on Nasdaq, subject only to official notice of issuance, and the Shares shall have been conditionally approved for listing and posting for trading on the TSX, subject only to the satisfaction by the Company of customary conditions set forth in the applicable conditional approval letter of the TSX, a copy of which will be provided by the Company to the Underwriters prior to the filing of the Canadian Final Prospectus. (i) The lock-up” agreement executed by the Selling Shareholder up agreements, each in the form of Exhibit A hereto, between the Managers and certain shareholders, officers and directors of the Company listed on Annex A hereto relating to sales and certain other dispositions of shares of Common Stock Shares or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (j) The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Goodmans LLP, Canadian counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased from the Company on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxx LLP, U.S. counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased from the Company on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion of Stikeman Elliott LLP, Canadian counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(f) hereof; and (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PwC, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date. (k) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on the Closing Date or such Option Closing Date Date, as applicable, and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) Date there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in each of the Time of Sale Prospectus (excluding amendments or supplements thereto) as of and the date of this Agreement Prospectuses that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect it being understood that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened). (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxStikeman Elliott LLP, Esq. (“Xxxxxx”), general Canadian counsel for the Company, dated the Closing Date, in form and substance satisfactory to you, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the effect set forth in Annex A heretolaws other than the laws of Canada and of the province of Ontario (or alternatively, make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters). (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxx Day, U.S. counsel for the Company, dated the Closing Date, in form and substance satisfactory to you. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Davies Xxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxxxx LLP, the “Selling Shareholder Counsel”), Canadian counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in form and substance satisfactory to you (provided that counsel to the effect set forth in Annex B heretoUnderwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada and the province of Ontario). (ef) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, U.S. counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx in form and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered substance satisfactory to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinyou. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent public accountantsLLP (“PwC”), containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectuses; provided that the letter delivered on the date hereof shall use a “cut-off date” not more than two business days prior to the date hereof and the letter delivered on the Closing Date shall use a “cut-off date” not earlier more than two business days prior to the date hereofClosing Date. (gh) The “Company’s outstanding Common Shares and the Shares shall have been approved for listing on Nasdaq, subject only to official notice of issuance, and the Shares shall have been conditionally approved for listing and posting for trading on the TSX, subject only to the satisfaction by the Company of customary conditions set forth in the applicable conditional approval letter of the TSX, a copy of which will be provided by the Company to the Underwriters prior to the filing of the Canadian Final Prospectus. (i) The lock-up” agreement executed by the Selling Shareholder up agreements, each in the form of Exhibit A hereto, between the Managers and certain shareholders, officers and directors of the Company listed on Annex A hereto relating to sales and certain other dispositions of shares of Common Stock Shares or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (j) The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Stikeman Elliot LLP, Canadian counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased from the Company on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion and negative assurance letter of Xxxxx Day, U.S. counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased from the Company on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(d) hereof; (iv) an opinion of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) an opinion and negative assurance letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(f) hereof; and (vi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PwC, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date. (k) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on the Closing Date or such Option Closing Date Date, as applicable, and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:00 p.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received from Xxxxxx LLP, counsel to the Company, on the Closing Date (i) an opinion of W. Xxxxxxxx Xxxxxxand (ii) a negative assurance, Esq. (“Xxxxxx”), general counsel for the Company, each dated the Closing Date, Date and in form and substance reasonably satisfactory to the effect set forth in Annex A heretoRepresentatives. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxx LLP, the “Selling Shareholder Counsel”), intellectual property counsel for the Selling ShareholderCompany, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex B heretoRepresentatives. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx from Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the UnderwriterUnderwriters, (i) an opinion and (ii) a negative assurance letter, each dated the Closing DateDate and in form and substance reasonably satisfactory to the Underwriters. With respect to Sections 5(c)(ii) and 5(e)(ii) above, covering such matters Xxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as requested by the Underwriterspecified. The opinions opinion of Xxxxxx and Selling Shareholder Counsel LLP described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (h) The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx LLP outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, independent registered public accounting firm, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Selling Shareholders to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:00 p.m., New York City time, on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to (x) the accuracy as of the date hereof and as of the Closing Date or the applicable Option Closing Date, as the case may be, of the representations and warranties of the Company and the Selling Shareholders contained herein or in certificates of any officer of the Company or any Selling Shareholder delivered pursuant to the provisions hereof, (y) the performance by the Company and the Selling Shareholders of their covenants and other obligations to be performed or satisfied hereunder on or before the Closing Date or such Option Closing Date, as the case may be, and (z) the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the CompanyCompany satisfactory to the Representatives, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cxxxxx LLP, outside counsel for the Company, in each case dated the Closing Date, and in each case in form and substance reasonably satisfactory to the Representatives. (d) The Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxFulbright & Jxxxxxxx LLP, Esq. (“Xxxxxx”), general counsel for the CompanySelling Shareholders, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex A heretoRepresentatives. (de) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Dxxxx Xxxx & Wxxxxxxx LLP, counsel for the Underwriters, in each case dated the Closing Date, and in each case in form and substance reasonably satisfactory to the Representatives. (f) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., special counsel to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling ShareholderCompany with respect to intellectual property matters, dated the Closing Date, and in form and substance reasonably satisfactory to the effect set forth in Annex B heretoRepresentatives. (eg) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the sale of the Shares; and no injunction or order of any federal, state or foreign court of competent jurisdiction shall have been issued that would, as of the Closing Date, prevent the sale of the Shares. (i) The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in its jurisdiction of incorporation, and its good standing as a foreign entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (j) The Shares to be delivered on the Closing Date shall have been approved for listing on the NASDAQ Global Market. (k) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date Company and other matters related to the issuance sale of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 2:00 p.m. (New York City time) on the date hereof. 7. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Esq. (“Xxxxxx”)Professional Corporation, general outside counsel for the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company; (ii) the authorized, issued and outstanding capitalization of the Company as of December 31, 2003 was as set forth in Annex A hereto. (d) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, Prospectus under the “Selling Shareholder Counsel”), counsel for Actual” column under the Selling Shareholder, dated caption “Capitalization.” The shares of the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request common stock of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related outstanding immediately prior to the issuance of such Additional Shares.the Shares have been duly authorized and validly issued, are fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus;

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding any amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (bi) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with in all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (ii) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the general counsel of the Company, to the effect that she does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxx Xxxx LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts; (ii) Each of ABIOMED R&D, Inc. and ABD Holding Company, Inc. is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in the respective jurisdictions specified in such opinion; (iii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus; (iv) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights set forth in Annex A heretothe Delaware General Corporation Law, the Company’s certificate of incorporation or the Company’s by-laws; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, to such counsel’s knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is filed as an exhibit to any annual, quarterly or current report of the Company incorporated by reference in the Prospectus, or, to such counsel’s knowledge, any judgment, order or decree known to such counsel of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as (A) have been obtained under the Securities Act, (B) may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares or (C) may be required under the bylaws, rules and regulations of the National Association of Securities Dealers, Inc.; (vii) the statements included in (A) the Time of Sale Prospectus and the Prospectus under the caption “Description of Capital Stock” and (B) the Registration Statement in Item 15, insofar as such statements constitute a summary of matters of law or documents referred to therein, in each case fairly summarize in all material respects such matters and documents; (viii) such counsel is not representing the Company or any of its subsidiaries in any litigation that is pending or overtly threatened in writing against the Company or any of its subsidiaries and that is required to be described in the Registration Statement or the Prospectus that is not described, and such counsel does not know of any contracts or other agreements that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (ix) the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and (x) (A) (1) each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements, the notes thereto, the financial schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion) appeared on its face to be appropriately responsive as of its filing date in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, and (2) the Registration Statement and the Prospectus (except for the financial statements, the notes thereto, the financial schedules and other financial and statistical data included therein as to which such counsel need not express any opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and (B) nothing has come to the attention of such counsel that causes such counsel to believe that (1) the Registration Statement, when it became effective, (except for the financial statements, the notes thereto, the financial schedules and other financial and statistical data included therein as to which such counsel need not express any belief) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Registration Statement (except for the financial statements, the note thereto, the financial schedules and other financial and statistical data included therein as to which such counsel need not express any belief) on the date of this Agreement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (3) the Time of Sale Prospectus (except for the financial statements, the notes thereto, the financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of the date of this Agreement or as amended or supplemented, if applicable, as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (4) the Prospectus (except for the financial statements, the notes thereto, the financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as amended or supplemented, if applicable, as of the Closing Date contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx, Xxxxx & Xxxxxxxx, LLP, special counsel for the Company with respect to the Intellectual Property, in form and substance satisfactory to Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, as to the matters set forth on Exhibit A. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxx & Xxxxxxx LLP, special counsel for the Company with respect to the U.S. Food and Drug Administration, in form and substance satisfactory to Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, as to the matters set forth on Exhibit B. (f) The Underwriters shall have received on the Closing Date an opinion of Freshfields Bruckhaus Xxxxxxxx, German counsel for the Company, in form and substance satisfactory to Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, as to the matters set forth on Exhibit C. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, with respect to such matters as the effect set forth in Annex B heretoUnderwriters may reasonably request. (eh) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx a letter from Xxxxx Xxxx LLP, outside counsel for to the UnderwriterCompany, dated in respect of the Closing Datedocket searches identified in such letter. With respect to Section 5(c)(x) above, covering such matters Xxxxx Xxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as requested by the Underwriterspecified. The opinions of Xxxxxx Xxxxx Xxxx LLP, Xxxxxx, Xxxxx & Xxxxxxxx, LLP, Xxxxx & Xxxxxxx LLP and Selling Shareholder Counsel Freshfields Bruckhaus Xxxxxxxx described in Section 6(cSections 5(c), (d), (e) and 6(d(f) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may beCompany, and shall so state therein. (fi) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from each of PricewaterhouseCoopers LLP and Deloitte & Touche LLP, independent registered public accountantsaccounting firms, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gj) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto D hereto, between you and the executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents (other than opinions of counsel other than those set forth above) as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 10:00 am (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:, (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx& Xxxxx LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, and addressed to the effect set forth Underwriters, in Annex A hereto.form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit C. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Xxxxx LLP, counsel for the Selling ShareholderShareholders, dated the Closing Date, and addressed to the effect set forth Underwriters, in Annex B hereto.form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit D. (e) The Underwriter Underwriters shall have received on the Closing Date (i) an opinion and (ii) a negative assurance letter of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering in form and substance satisfactory to the Representatives. With respect to Sections 6(c) and 6(d) above, Xxxxxxxx & Xxxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but (i) such opinions and beliefs are without independent check or verification, except as specified and (ii) there is no assumption of any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as specified. With respect to Section 6(d) above, Xxxxxxxx & Xxxxx LLP may rely upon, with respect to factual matters as requested by and to the Underwriterextent such counsel deems appropriate, the representations of the Selling Shareholder contained herein; provided that Xxxxxxxx & Xxxxx LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions of Xxxxxx and Selling Shareholder Counsel Xxxxxxxx & Xxxxx LLP described in Section Sections 6(c) and 6(d) above (and any opinions of counsel for the Selling Shareholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterRepresentatives, from PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (h) The obligation Underwriters shall have received a certificate from the Chief Financial Officer of the Underwriter Company, on each of the date hereof, the Closing Date and the Option Closing Date, in form and substance reasonably satisfactory to you. (i) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxxxx & Xxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iii) an opinion of Xxxxxxxx & Xxxxx LLP, outside counsel for the Selling Shareholders, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 6(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 5:30 p.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement Agreement, and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, operations or operations prospects of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgmentsole discretion, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer the Chief Executive Officer and Chief Financial Officer of the Company, to the effect (i) set forth in Section 6(a)(i5(a) above and to the effect above, (ii) that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except for such representations and warranties qualified by materiality, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date Date, and (iii) that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of K&L Gates LLP (“K&L Gates”), counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (d) The Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, Esq. P.C. (“XxxxxxSYCR”), general counsel for the CompanyUnderwriters, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm form and substance reasonably satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B heretoRepresentative. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent public accountantsXxxxxx, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gf) The “lock-up” agreement executed by the Selling Shareholder up agreements, each substantially in the form of Exhibit A hereto hereto, between you and each of the officers, directors and stockholders of the Company listed on Exhibit B, relating to sales and certain other dispositions Dispositions of shares of Common Stock or certain and other securitiesSecurities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation . (g) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the Underwriter underwriting terms and conditions. (h) Such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Shares to be sold on the Closing Date and other matters related to the issuance of the Shares. (i) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and a negative assurance letter of K&L Gates, counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of SYCR, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Xxxxxx, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:00 p.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the CompanyCompany and the Operating Partnership, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company and the Operating Partnership contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of and the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has Operating Partnership have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsLLP, the “Selling Shareholder Counsel”), outside counsel for the Selling ShareholderCompany, dated the Closing Date, with respect to the effect set forth matters identified in Annex B Exhibits A-1 and A-2 hereto. The opinions of Xxxxxx & Xxxxxxx LLP described in Exhibits A-1 and A-2 shall be rendered to the Underwriters at the request of the Company and shall so state therein. In giving such opinions, such counsel may rely, as to matters of fact, to the extent they deem proper, on certificates of officers of the Company and certificates of public officials. (ed) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, Maryland counsel for to the UnderwriterCompany, dated the Closing Date, covering such with respect to the matters as requested by the Underwriteridentified in Exhibit B hereto. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Xxxxxxx LLP described in Section 6(c) and 6(d) above Exhibit B shall be rendered to the Underwriter Underwriters at the request of the Company or and shall so state therein. (e) The Underwriters shall have received on the Selling ShareholderClosing Date an opinion of Xxxxxxxx, as Xxxxxx & Finger, P.A., Delaware counsel to the case may beOperating Partnership, dated the Closing Date, with respect to the matters identified in Exhibit C hereto. The opinion of Xxxxxxxx, Xxxxxx & Finger, P.A. described in Exhibit C shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriter Underwriters shall have received on the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, dated the Closing Date, in the form and substance reasonably satisfactory to the Underwriters. In giving such opinion such counsel may rely, as to all matters governed by Maryland law, upon the opinion of Xxxxxxx LLP referred to in Section 5(d) above and, as to all matters governed by Delaware law, upon the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A. referred to in Section 5(e) above. In giving such opinions, such counsel may rely, as to matters of fact, to the extent they deem proper, on certificates of officers of the Company and certificates of public officials. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information relating to “Specialty Retail Shops Holding Corp. and Subsidiaries” contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (i) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A D hereto, between you and the parties identified on Exhibit D-1 hereto and Exhibit E hereto, between you and the parties identified on Exhibit E-1 hereto, as applicable, and of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. (j) On the Closing Date, the Shares shall have been approved for listing on the NYSE, subject only to official notice of issuance. (k) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Shares. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the CompanyCompany and the Operating Partnership, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [•] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx LLP, outside counsel for the Company, in each case dated the Closing Date, and in each case in the form previously agreed. (d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in each case dated the Closing Date, in form and substance satisfactory to the Underwriters. With respect to the negative assurances letters referred to in Sections 5(c) and 5(d) above, Xxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP may state that their beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Xxxxxx LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxx IP Law Group, Esq. (“Xxxxxx”), general outside patent counsel for the Company, dated the Closing Date, to Date in the effect set forth in Annex A hereto. (d) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinform previously agreed. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Deloitte & Touche LLP, an independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters are subject to the condition that all representations and warranties on the Registration Statement shall have become effective part of the Company contained in this Agreement are, on the date hereof, at the Time of Sale, on the Closing Date and on each Option Closing Date, if any, true and correct, the condition that the Company has performed its obligations required to be performed prior to the date hereof. The obligation of Closing Date or Option Closing Date, as the Underwriter is subject to case may be, and the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date and each Option Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible changeif any, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the conditionassets, business, condition (financial or otherwise), management, operations, earnings or in the earnings, business or operations prospects of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Time of Sale Prospectus (excluding amendments or supplements thereto) as of and the date of this Agreement that, in your judgment, is material and adverse and Prospectus that makes it, in your the Managers’ judgment, impracticable or inadvisable to market offer or sell the Shares Public ADSs on the terms and in the manner contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) and each Option Closing Date, if any, a certificate, dated the Closing Date or such Option Closing Date, as the case may be, and signed by an executive officer the Chief Executive Officer and Chief Financial Officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date or such Option Closing Date, as the case may be, and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date or such Option Closing Date, as the case may be, and (2) a certificate, dated as to such other matters as the Closing Date and signed by an executive officer Managers may reasonably request. The delivery of the Selling Shareholder certificate provided for in this Section 6(b) shall constitute a representation and warranty of the Company as to the effect that the representations and warranties of the Selling Shareholder contained statements made in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatenedcertificate. (c) [Reserved.] (d) The Underwriter Underwriters shall have received on the Closing Date and each Option Closing Date, if any, an opinion of W. Xxxxxxxx Xxxxxx, Esq. DLA Piper LLP (“Xxxxxx”US), general special United States counsel for the Company, dated the Closing Date or such Option Closing Date, as the case may be, in form and substance reasonably satisfactory to counsel for the Underwriters to the effect set forth in Annex A Exhibit B-1 hereto. In rendering such opinion, DLA Piper LLP (US), may rely as to matters of fact (but not as to legal conclusions), to the extent it deems proper, on representations or certificates of responsible officers of the Company and its subsidiaries and on certificates of public officials or bodies. The opinion of DLA Piper LLP (US) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (de) The Underwriter Underwriters shall have received on the Closing Date and each Option Closing Date, if any, an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsDLA Piper Tokyo Partnership, the “Selling Shareholder Counsel”), special Japanese counsel for the Selling ShareholderCompany, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the or such Option Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, in form and substance reasonably satisfactory to counsel for the Underwriters to the effect set forth in Exhibit B-2 hereto. In rendering such opinion, DLA Piper Tokyo Partnership, may rely as to matters of fact (but not as to legal conclusions), to the extent it deems proper, on representations or certificates of responsible officers of the Company and its subsidiaries and on certificates of public officials or bodies. The opinion of DLA Piper Tokyo Partnership shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) [Reserved.] (g) The Underwriter Underwriters shall have received, received on the Closing Date and each of the date hereof and the Option Closing Date, a letter if any, an opinion of Xxxxx, Xxxxxx & Xxxxxx, LLP, counsel for the Depositary, dated the date hereof Closing Date or such Option Closing Date, as the case may be, in form and substance reasonably satisfactory to counsel for the Underwriters to the effect set forth in Exhibit C hereto. (h) The Underwriters shall have received on the Closing Date and each Option Closing Date, if any, an opinion of Xxxx Xxxxx LLP, United States counsel for the Underwriters, dated the Closing Date or such Option Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters. In rendering such opinion, Xxxx Xxxxx LLP, may rely as to matters of fact (but not as to legal conclusions), to the extent it deems proper, on representations or certificates of responsible officers of the Company and its subsidiaries and on certificates of public officials or bodies. (i) The Underwriters shall have received on the Closing Date and each Option Closing Date, if any, an opinion of Xxxxxxxx Mori & Tomotsune, Japanese counsel for the Underwriters, dated the Closing Date or such Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters. In rendering such opinion, Xxxxxxxx Mori & Tomotsune, may rely as to matters of fact (but not as to legal conclusions), to the extent it deems proper, on representations or certificates of responsible officers of the Company and its subsidiaries and on certificates of public officials or bodies. (j) The Underwriters shall have received, on each of the date hereof, the Closing Date and each Option Closing Date, if any, a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLPErnst & Young ShinNihon LLC, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date or the Option Closing Date, as the case may be, shall use a “cut-off date” not earlier more than three (3) business days prior to the date hereofClosing Date or the Option Closing Date, as applicable. (gk) No stop order suspending the effectiveness of either of the Registration Statement or the F-6 Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall have been issued, and no proceedings for such purpose shall have been instituted or threatened by the Commission; no notice of objection of the Commission to the use of the Registration Statement shall have been received; and all requests for additional information on the part of the Commission shall have been complied with to the Managers’ satisfaction. (l) The “lockLock-up” agreement executed by the Selling Shareholder Up Agreements, each substantially in the form of Exhibit A hereto D hereto, between the Managers, on the one hand, and each of the stockholders, executive officers, directors and statutory auditors of the Company identified on Schedule III to this Agreement, on the other hand, relating to sales and certain other dispositions of ADSs, shares of Common Stock or and certain other securities, delivered to the Underwriter Managers on or before the date hereof, shall be in full force and effect on the Closing Date. (m) The ADSs shall have been approved for listing on NASDAQ. (n) The Company shall not have received any order or notice from the TSE as to the delisting of the Common Stock (including the Shares) from the TSE. (o) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. (p) The Company and the Depositary shall have executed and delivered the Deposit Agreement, conforming in form and substance to the form thereof filed as an exhibit to the Registration Statement, and the Deposit Agreement shall be in full force and effect. (q) [Reserved.] (r) The Depositary or its custodian shall have delivered to the Company at such Closing Date or Option Closing Date, as the case may be, a receipt satisfactory to the Underwriters evidencing the deposit with the Depositary or its nominee of the Shares being so deposited against issuance of ADRs evidencing the ADSs to be delivered by the Company at such Closing Date or Option Closing Date, as the case may be. (s) The Company shall not have received an order or notice from the Financial Supervisory Agency of Japan requiring the Company to make any amendments to its continuous disclosure documents in any material respect. (t) On the Closing Date, the Company shall have delivered to the Managers executed copies of the Managers’ Warrants. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares ADSs hereunder are subject to the delivery to you the Managers on the applicable Option Closing Date of such documents as you the Managers may reasonably request with respect to the good standing request, including certificates of officers of the Company, the due authorization legal opinions and issuance of the Additional Shares to be sold on such Option Closing Date an accountants’ comfort letter, and other matters related to the issuance of such Additional SharesADSs.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than __ (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxxxx Xxxx & Xxxxxxx, Esq. (“Xxxxxx”), general special Bermuda counsel for the Company, dated the Closing Date, to the effect set forth that: (i) the Company is duly incorporated and validly existing under the laws of Bermuda in Annex A heretogood standing; (ii) the Company has the necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to conduct its business as described in the Prospectus. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder will not violate the Memorandum of Association or By-Laws of the Company nor any applicable law, regulation, order or decree in Bermuda; (iii) the Company has taken all corporate action required to authorize its execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by or on behalf of the Company, and constitutes the valid and binding obligations of the Company in accordance with the terms hereof; (iv) no order, consent, approval, license, authorization or validation of or exemption by any government or public body or authority of Bermuda or any sub-division thereof is required to authorize or is required in connection with the execution, delivery, performance and enforcement of this Agreement, except such as have been duly obtained in accordance with Bermuda Law; (v) based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at a time reasonably close to the Closing Date (which would not reveal details of proceedings which have been filed but not actually entered in the Cause Book at the time of such search), there are no judgments against the Company, nor any legal or governmental proceedings pending in Bermuda to which the Company is subject; (vi) the authorized capital of the Company conforms, as to legal matters, to the description thereof contained in the Prospectus in all material respects; (vii) the common shares of the Company in issue prior to the issuance of the Shares are validly issued, fully paid and non-assessable. When issued and paid for in accordance with this Agreement, the Shares will be validly issued, fully paid and non-assessable and will not be subject to any statutory pre-emptive or similar rights; and (viii) the statements contained in the Prospectus under the captions "Description of Share Capital," "Taxation -- Bermuda Tax Considerations" and "Enforcement of Civil Liabilities," insofar as such statements constitute a summary of the matters of Bermuda law referred to therein, fairly represent such legal matters in all material respects. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx Shearman & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsSterling, the “Selling Shareholder Counsel”), special U.S. counsel for the Selling ShareholderCompany, dated the Closing Date, to the effect set forth that: (i) this Agreement has been duly executed and delivered by the Company; (ii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of U.S. federal or New York law or any agreement or other instrument that is listed as an exhibit to the Registration Statement that is governed by New York law binding upon the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in Annex B heretoconnection with the offer and sale of the Shares; (iii) the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (iv) such counsel (A) is of the opinion that the Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (B) has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (C) has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the statements in the Prospectus under the caption "Shares Eligible for Future Sale," insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein in all material respects; and (vi) the statements in the Prospectus under the caption "Taxation--United States Federal Income Tax Considerations" are an accurate summary of the U.S. federal income tax matter described therein. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion opinions of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxx Xxxx Xxxxx, counsel General Counsel for the UnderwriterCompany, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request effect that: (i) each Significant Subsidiary of the Company has been duly incorporated, is validly existing as a company and, if applicable, in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) to the extent disclosed in the Prospectus and the Registration Statement, all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (iii) to such counsel's knowledge, none of the Company's Significant Subsidiaries is presently (a) in material violation of its charter or bylaws, or (b) in material breach of any applicable statute, rule or regulation known to such counsel or, to such counsel's knowledge, any order, writ or decree of any court or governmental agency or body having jurisdiction over such subsidiaries or over any of their properties or operations; (iv) to such counsel's knowledge (a) there are no legal or governmental proceedings pending or threatened to which any of the Company's Significant Subsidiaries is a party or to which any of the properties of the Company's Significant Subsidiaries is subject that are required to be described in the Registration Statement or the Selling Shareholder, as the case may beProspectus and are not so described, and shall so state (b) there are no statutes or regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (v) the Company's Significant Subsidiaries (A) are in compliance with any and all applicable Environmental Laws, (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; (vi) to such counsel's knowledge, there are no statutes or regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; and (vii) the statements in the Prospectus under the captions "Business-Government Regulation and Environmental Matters", "Business-Legal Proceedings" and "Related Party Transactions", insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein, in all material respects. (f) The Underwriter Underwriters shall have receivedreceived on the Closing Date opinions of Machado, on each of Meyer, Sendacz e Opice Advogados, Brazilian counsel to the date hereof and Underwriters, dated the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.effect that: (gi) The “lock-up” agreement executed by the Selling Shareholder in the form each of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.Xxxxx Alimentos S.A.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [ ] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a wholeCompany, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”)Xxxxxx & Xxxxxxxxx, general outside counsel for the Company, dated the Closing Date, to the effect set forth that: (i) the Company has been duly incorporated, is validly existing as a corporation in Annex A heretogood standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company; (ii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (iii) the shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable; (iv) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) (a) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of (i) the certificate of incorporation or by-laws of the Company, (ii) to the best of such counsel’s knowledge, any applicable law, or (iii) any agreement or other instrument binding upon the Company that is material to the Company, or, to the best of such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company except, with respect to this clause (iii) only, where such contravention would not have a material adverse effect on the Company, and (b) no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (vii) the statements (A) in the Prospectus under the captions “Risk Factors—If Roche does not meet its contractual obligations to us, our research and development efforts and the regulatory approval and commercialization of our drug candidates could be delayed or otherwise materially and adversely affected,” “Risk Factors—Our charter requires us to indemnify our officers and directors to the fullest extent permitted by law, which obligates us to make substantial payments and to incur significant insurance-related expenses,” “Risk Factors—We are in litigation with a former consultant regarding compensation for services rendered,” “Description of Capital Stock” and, to the extent the statements relate to this Agreement, “Underwriters” and (B) in the Registration Statement in Item 15, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries and fairly and correctly present, in all material respects, the information called for with respect to such documents and matters; (viii) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company is a party or to which any of the properties of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (ix) the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and (x) nothing has come to the attention of such counsel that causes such counsel to believe that (A) the Registration Statement or the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) do not comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (B) the Registration Statement or the prospectus included therein (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) at the time the Registration Statement became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Xxxxxx P.C., counsel for the Selling ShareholderUnderwriters, dated the Closing Date, covering the matters referred to in Sections 5(c)(iv), 5(c)(v), 5(c)(vii) (but only as to the effect set forth statements in Annex B heretothe Prospectus under “Underwriters”) and 5(c)(x) above. With respect to Section 5(c)(x) above, Xxxxxx, Xxxxxx & Xxxxxxxxx and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. may state that their beliefs are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of Xxxxxx, Xxxxxx & Xxxxxxxxx described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, patent counsel for the UnderwriterCompany, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx in customary form and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered substance reasonably satisfactory to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, Underwriters and shall so state thereintheir counsel. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in in, or incorporated by reference into, the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective prior to not later than 3:00 P.M. (Chicago time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters hereunder are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earningsearn ings, business or operations operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement), that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date a (1x) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ii) of Section 6(a)(i6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date Date, and (2y) a certificate, dated the Closing Date and signed by an executive officer certificate of the Selling Shareholder Stockholder to the effect that the representations and warranties of the Selling Shareholder Stockholder contained in this Agreement are true and correct as of the Closing Date and that the such Selling Shareholder Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxLord Bissell & Brook, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto.that: (di) The Underwriter shall the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to trans act business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have received a material adverse effect on the Closing Date an opinion Company and its subsidiaries taken as a whole; (ii) each subsidiary of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to trans act business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the Underwriter extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; (such firm or firms, iii) the “Selling Shareholder Counsel”), counsel for authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (iv) the shares of Common Stock (including the Shares to be sold by the Selling ShareholderStockholder) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, dated fully paid and non-assessable; (v) the Closing DateShares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non- assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Registration Statement has become effective under the Securities Act, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are, to the effect set forth in Annex B hereto.knowledge of such counsel, pending or threatened by the Commission; and to the best of our knowledge, after due inquiry, at the time the Registration Statement became effective the Company met the conditions for use of Form S-3 under the Securities Act; (eviii) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested execution and delivery by the Underwriter. The opinions Company of, and the performance by the Company of Xxxxxx and Selling Shareholder Counsel described in Section 6(cits obligations under, this Agreement will not contravene (A) and 6(d) above shall be rendered to any provision of applicable law or the Underwriter at the request certificate of incorporation or by-laws of the Company or any of its subsidiaries, (B) any agreement or other instrument binding upon the Selling ShareholderCompany or any of its Subsidiaries that is material to the Company and its subsidiaries, taken as the case may bea whole, and shall so state therein.that is known to such counsel after due inquiry or (C) to the best of such counsel's knowledge after due inquiry, any judgment or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary; and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares by the Underwriters; (fix) The Underwriter shall have receivedto the best of such counsel's knowledge after due inquiry, on each no holder of any security of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory Company has any right to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions require registration of shares of Common Stock or certain any other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing security of the Company, except as described in the due authorization and issuance Prospectus; (x) all of the Additional Shares outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been duly and validly authorized and issued, are fully paid and non- assessable and are owned by the Company, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature; (xi) the Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be sold on made of such Option Closing Date property by the Company and its subsidiaries; and any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in or contemplated by the Prospectus; (xii) the Company and its subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from (collectively, "permits"), and has made all declarations and filings with, all federal, state, local, foreign and other matters related governmental and regulatory authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the issuance extent that the failure to obtain any such permit or to make any such declaration or filing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; and to the knowledge of such Additional Shares.counsel after due inquiry, neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse change in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, except as described in or contemplated by the Prospectus; (xiii) the statements (A) in the Prospectus under the captions "Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriting" and (B) in the Registration Statement in Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein and in the case of the statements under the caption "Underwriting" only insofar as such statements relate to this Agreement, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [ ] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxSkadden, Esq. (“Xxxxxx”)Arps, general Slate, Xxxxxxx & Xxxx LLP, outside counsel for the Company, dated the Closing Date, to substantially in the effect set forth in Annex A form attached as Exhibit B hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx Holme Xxxxxxx & Xxxxxxx LLP and/or another firm satisfactory Xxxx LLP, counsel engaged by the Company to deliver an opinion in connection with the Underwriter (such firm or firmsexecution and delivery by certain Selling Stockholders of this Agreement, the “Selling Shareholder Counsel”), counsel for Custody Agreement and the Selling ShareholderPower of Attorney, dated the Closing Date, to substantially in the effect set forth in Annex B form attached as Exhibit C hereto. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx LLPXxxxxxxx, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by in form and substance satisfactory to the UnderwriterUnderwriters. The opinions of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Selling Shareholder Counsel Holme Xxxxxxx & Xxxx LLP described in Section Sections 6(c) and 6(d) above shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderStockholders, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company listed on Exhibit A-1 relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares Offered ADSs to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares Offered ADSs on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [12:00pm] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters to purchase and pay for the Offered ADSs on the Closing Date are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgmentthe reasonable judgment of the Representatives, is material and adverse and that makes it, in your judgmentthe reasonable judgment of the Representatives, impracticable to market the Shares Offered ADSs on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) Prior to and on the Closing Date, no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement shall have been issued under the Securities Act and the Company shall not have been informed of any proceedings for that purpose instituted or contemplated by the Commission. (c) The Underwriter representations and warranties of the Company contained in this Agreement and any certificates delivered pursuant to this Agreement shall be true and correct as of the Closing Date, and the Company shall have complied with all of the agreements, performed all of its obligations and satisfied all of the conditions hereunder on its part that are required to be complied with, performed or satisfied on or before the Closing Date. (d) The Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (ce) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxSkadden, Esq. (“Xxxxxx”)Arps, general Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Company, dated the Closing Date, to substantially in the effect set forth in Annex form of Exhibit A hereto. (df) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsand Calder, the “Selling Shareholder Counsel”), Cayman Islands counsel for the Selling ShareholderCompany, dated the Closing Date, to substantially in the effect set forth in Annex form of Exhibit B hereto. (eg) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLPTian Yuan Law Firm, PRC counsel for the UnderwriterCompany, dated the Closing Date, covering such matters as requested by substantially in the Underwriterform of Exhibit C hereto. (h) The Underwriters shall have received on the Closing Date an opinion of [•], Hong Kong counsel for Xueersi International Education Group Limited, dated the Closing Date, substantially in the form of Exhibit D hereto. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(cSections 5(e) and 6(dthrough 5(h) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may beCompany, and shall so state therein. (fi) The Underwriter Underwriters shall have received on the Closing Date an opinion of Shearman & Sterling LLP, United States counsel for the Underwriters, dated the Closing Date, in the form and substance satisfactory to the Representatives. (j) The Underwriters shall have received on the Closing Date an opinion of Haiwen & Partners, PRC counsel for the Underwriters, dated the Closing Date, in the form and substance satisfactory to the Representatives. (k) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxx, Xxxxxxx & Associates, counsel for the Depositary, dated the Closing Date, substantially in the form of Exhibit E hereto. (l) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPDeloitte Touche Tohmatsu CPA Ltd., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gm) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto F hereto, between the Representatives and all of the shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock Shares, ADSs or certain other securities, delivered to the Underwriter Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. (n) The Company and the Depositary shall have executed and delivered the Deposit Agreement, and the Deposit Agreement shall be in full force and effect on the Closing Date. The obligation Company and the Depositary shall have taken all action necessary to permit the deposit of the Underwriter Offered Shares and the issuance of the Offered ADSs representing such Offered Shares in accordance with the Deposit Agreement. (o) The Depositary shall have furnished or caused to be furnished to the Underwriters a certificate satisfactory to the Representatives of one of its authorized officers with respect to the deposit with it of the Offered Shares against issuance of the Offered ADSs, the execution, issuance, countersignature and delivery of the Offered ADSs pursuant to the Deposit Agreement and such other matters related thereto as the Representatives may reasonably request. (p) The FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. (q) The ADSs shall have been listed and admitted and authorized for trading on the NYSE. The several obligations of the Underwriters to purchase Additional Shares ADSs hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of such documents as you the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares ADSs to be sold on such Option Closing Date and other matters related to the issuance of such Additional SharesADSs.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxx, the “Selling Shareholder Counsel”)Professional Corporation, outside counsel for the Selling ShareholderCompany, dated the Closing Date, substantially in the form attached hereto as Exhibit A, which shall be rendered to the effect set forth Underwriters at the request of the Company and shall so state therein. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxxx and Xxxxxxxx and Crew LLP, outside intellectual property counsel for the Company, dated the Closing Date, substantially in Annex B hereto.the form attached hereto as Exhibit B. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering with respect to such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case Underwriters may be, and shall so state thereinreasonably request. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A C hereto, between you and all stockholders, optionholders, officers and directors of the Company other than those persons listed on Schedule III attached hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and statement of W. Xxxxxx Xxxxx Xxxxxxxx Xxxxxx& Xxxxxxx LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, to the effect set forth in Annex Exhibit A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsP.C, the “Selling Shareholder Counsel”), Xxxxxxxx Islands counsel for the Selling ShareholderCompany, dated the Closing Date, to the effect set forth in Annex Exhibit B hereto. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx & Xxxxxx & Xxxxxxx LLP, special U.S. maritime environmental counsel for the UnderwriterCompany, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereineffect set forth in Exhibit C hereto. (f) The Underwriter Underwriters shall have received on the Closing Date an opinion and statement of Xxxxxx, Xxxxx & Bockius LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters as may be requested by the Underwriters. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The Shares shall have been approved for listing on the New York Stock Exchange, and satisfactory evidence thereof shall have been provided to you. (i) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (j) The Company shall have issued and sold to Genco Investments the Class B Shares for an aggregate purchase price of $75,000,000 and shall have received such amount in cash as consideration therefor. (k) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto D hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxx, the “Selling Shareholder Counsel”)Professional Corporation, outside counsel for the Selling ShareholderCompany, dated the Closing Date, in a form reasonably agreed to by the Underwriters, which shall be rendered to the effect set forth Underwriters at the request of the Company and shall so state therein. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxxx and Xxxxxxxx and Crew LLP, outside intellectual property counsel for the Company, dated the Closing Date, in Annex B heretoa form reasonably agreed to by the Underwriters. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering with respect to such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case Underwriters may be, and shall so state thereinreasonably request. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed agreements, in a form reasonably agreed to by the Selling Shareholder in Company and the form Underwriters, between you and all stockholders, optionholders, officers and directors of Exhibit A the Company other than those persons listed on Schedule III attached hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares Securities to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares Securities on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than Mxxxx 0, 0000 (Xxx Xxxx Xxxx time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares Securities on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and Date. (2c) The Company shall have furnished to the Representatives a certificatecertificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date Date, certifying (i) that the Amended and signed by an executive officer Restated Certificate of Incorporation and bylaws of the Selling Shareholder Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the effect that the representations and warranties of the Selling Shareholder contained in Offering contemplated by this Agreement are true in full force and correct effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the Closing Date and that the Selling Shareholder has complied with all officers of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing DateCompany. The officers documents referred to in such certificate shall be attached to such certificate. The officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (cd) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxEllenoff Gxxxxxxx & Schole LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, in a form reasonably acceptable to the effect set forth in Annex A heretoRepresentatives. (de) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Gxxx LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in a form reasonably acceptable to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the UnderwriterRepresentatives. The opinions of Xxxxxx Ellenoff Gxxxxxxx & Schole LLP and Selling Shareholder Counsel Ropes & Gxxx LLP described in Section 6(cSections 5(d) and 6(d5(e) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPWithum, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement Company will deliver to Representatives executed by copies of the Selling Shareholder in Trust Agreement, the form of Exhibit A hereto relating to sales Warrant Agreement, the Founder’s Purchase Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Securities Subscription Agreement, and certain other dispositions of shares of Common Stock or certain other securitiesthe Insider Letters, delivered to the Underwriter on or before the date hereof, and each shall be in full force and effect on the Closing Date. The obligation . (h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the Underwriter underwriting or other arrangements of the transactions contemplated hereby. (i) The Securities shall be duly listed subject to notice of issuance on the Nasdaq Capital Market, satisfactory evidence of which shall have been provided to the Representatives. (j) On or prior to the Closing Date, the Sponsor shall have caused the applicable portion of the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (k) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representatives pursuant to Section 6(g) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. (l) The several obligations of the Underwriters to purchase Additional Shares Securities hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (i) a certificate, dated the Option Closing Date and signed by the Secretary or Assistant Secretary of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(c) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Ellenoff Gxxxxxxx & Schole LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date in a form reasonably acceptable to the Representatives; (iii) an opinion of Ropes & Gxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date in a form reasonably acceptable to the Representatives; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Withum, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares Securities to be sold on such Option Closing Date and other matters related to the issuance of such Additional SharesSecurities.

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters are subject to the condition that all representations and warranties on the Registration Statement part of the Company and the Parent contained in this Agreement are, on the date hereof and on the Closing Date, true and correct in all material respects (except that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct in all material respects as of such date), the condition that the Company and the Parent have become effective performed their obligations required to be performed on or prior to the date hereof. The obligation of the Underwriter is subject to Closing Date and the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the debt securities of the Company Company, the Parent or any of its subsidiaries their respective Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, material adverse change from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Manager’s reasonable judgment, is material and adverse and that makes it, in your the Manager’s reasonable judgment, impracticable or inadvisable to market offer or sell the Shares Securities on the terms and in the manner contemplated in this Agreement and the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificatetwo certificates, dated the Closing Date and Date, with one signed by an executive officer the Chief Executive Officer and Chief Financial Officer of the CompanyCompany and the other signed by the Chief Executive Officer and Chief Financial Officer of the Parent, to the effect set forth in Section 6(a)(i) above and that, to the effect that knowledge of such officers, the respective representations and warranties of the Company and the Parent contained in this Agreement are true and correct as of the Closing Date and that the Company has and the Parent, respectively, have complied with all of the agreements and satisfied all of the conditions on its their part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated as to such other matters as the Closing Date and signed by an executive officer Manager may reasonably request. The delivery of the Selling Shareholder certificates provided for in this Section 5(b) shall constitute a representation and warranty of the Company and the Parent as to the effect that the representations and warranties of the Selling Shareholder contained statements made in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatenedcertificate. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxx Xxxx & Xxxxxxxx LLP, outside counsel for the Company and the Parent, dated the Closing Date, to the effect set forth in Schedule IV. (d) In addition, the Underwriters shall have received on the Closing Date a letter of Xxxxxx, Esq. Xxxx & Xxxxxxxx LLP, outside counsel for the Company and the Parent, dated the Closing Date, to the effect set forth in Schedule V. (“e) The Underwriters shall have received on the Closing Date an opinion of Xxxx X. Xxxxxx”), general Corporate Counsel for the Company, dated the Closing Date, to the effect set forth in Schedule VI. (f) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxxx LLP, special regulatory counsel for the Company, dated the Closing Date, to the effect set forth in Annex A heretoSchedule VII. (dg) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx from Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, such opinion or opinions and statements of belief, dated the Closing DateDate and addressed to the Manager, covering such with respect to the issuance and sale of the Securities, the Mortgage Indenture, the Registration Statement, the Time of Sale Prospectus, the Prospectus (together with any supplement thereto) and other related matters as requested by the UnderwriterManager may reasonably require, and the Company and the Parent shall have furnished or made available to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. With respect to Section 5(d) and 5(g) above, Xxxxxx, Xxxx & Xxxxxxxx LLP and Xxxxx & Xxxxxxx LLP may state that their beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions of Xxxxxx and Selling Shareholder Counsel Xxxxxx, Xxxx & Xxxxxxxx LLP described in Section 6(c5(c), of Xxxx X. Xxxxxx described in Section 5(f), and of Nossaman LLP described in Section 5(e) and 6(d) above shall be rendered to the Underwriter Underwriters at the request of the Company or and the Selling Shareholder, as the case may be, Parent and shall so state therein. (fh) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or and the Closing Date, as the case may be, Date in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers each of KPMG LLP, independent public accountants, and Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gi) No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall have been issued, and no proceedings for such purpose shall have been instituted or, to the knowledge of the Company or the Parent, threatened by the Commission; no notice of objection of the Commission to the use of the Registration Statement shall have been received; and all requests for additional information on the part of the Commission shall have been complied with to the Manager’s reasonable satisfaction. (j) The “lock-up” agreement Mortgage Indenture and Guarantee shall have been duly executed by and delivered, and the Selling Shareholder in the form of Exhibit A hereto relating to sales Underwriters shall have received copies, conformed and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Sharesexecuted thereof.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation satisfaction of each of the Underwriter is subject to the following further conditions: (a) Subsequent to The Prospectus containing the execution and delivery of this Agreement and prior to the Closing Date: (i) there Rule 430A Information shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under filing pursuant to the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in no stop order suspending the condition, financial or otherwise, or in the earnings, business or operations effectiveness of the Company Registration Statement shall have been issued and its subsidiaries, taken as a whole, from no proceedings for that set forth in purpose shall have been commenced or shall be pending before or contemplated by the Time of Sale Prospectus (excluding amendments or supplements thereto) as Commission; and any request on the part of the date Commission for additional information shall have been complied with to the satisfaction of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable counsel to market the Shares on the terms and in the manner contemplated in the Time of Sale ProspectusUnderwriter. (b) The Underwriter shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by certificate of an executive officer of the Company, to dated as of the effect set forth in Section 6(a)(i) above and Closing Date, to the effect that (i) the representations and warranties of the Company contained in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date and that Date, (ii) the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on at or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder prior to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such officers' knowledge, are threatened by the Commission. The officers signing and delivering such certificates may rely upon the best of his or her their knowledge as to proceedings threatened. (c) The Underwriter shall have received on a certificate of the Closing Date an opinion general partner of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Companyeach Selling Stockholder, dated as of the Closing Date, to the effect set forth that (i) the representations and warranties of such Selling Stockholder contained in Annex A heretothis Agreement are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date and (ii) such Selling Stockholder has complied in all material respects with all agreements and conditions on its part to be performed under this Agreement at or prior to the Closing Date. (d) The Underwriter shall have received on the Closing Date (1) an opinion of Xxxxxx Xxxxx Xxxxxxxx Gibson, Dunn & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsCrutcher L.L.P., the “Selling Shareholder Counsel”), outside counsel for the Selling ShareholderCompany, dxxxx xhe Xxxsinx Xxxx, substantially to the effect set forth in Exhibit B and (2) an opinion from Tony L. Wolk, Senior Vice President and General Counsel for the Company, dated the Closing Date, substantially to the effect set forth in Annex B hereto.Exhibit C. (e) The Underwriter shall have received on the Closing Date (i) an opinion of Xxxxxx Xxxxxx Simpson Thacher & Bartlett LLP, counsel for the Selling Stoxxxxxxxxx, xxxxx the Xxxxxxx Date, substantially to the effect set forth in Exhibit D and (ii) an opinion of Walkers, Cayman Islands counsel for Blackstone CCC Offshore Capital Partners L.P., a Selling Stockholder, dated the Closing Date, substantially to the effect set forth in Exhibit H. (f) The Underwriter shall have received on the Closing Date an opinion of Cole, Raywid & Braverman, L.L.P., United States and Puerto Ricx regulatory xxxxxxx xor the Company, dated the Closing Date, substantially to the effect set forth in Exhibit E. (g) The Underwriter shall have received on the Closing Date an opinion of Claudia Garcia, in-house Dominican Republic counsel for the Company, xxxxx xhe Closing Date, substantially to the effect set forth in Exhibit F. The above opinions shall be rendered to the Underwriter at the request of the Company and shall so state therein. (h) The Underwriter shall have received on the Closing Date an opinion of Shearman & Sterling LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by in form and substance satisfactory to the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fi) The Underwriter shall have received, received on each of the date hereof and the Closing DateDate a letter, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Statement and Prospectus and the Prospectusincluding any amendment or supplement thereto; provided that the letter delivered on the Closing Date shall use a “"cut-off date” " not earlier than the date hereof. (gj) The “At the date of this Agreement, the Underwriter shall have received a "lock-up” " agreement executed by the Selling Shareholder substantially in the form of Exhibit A hereto relating to sales signed by the persons and certain entities listed on Schedule III hereto. (k) The Amended Certificate of Incorporation which, among other dispositions things, increases the total number of authorized shares of Common Stock of the Company to 240,000,000, shall be effective. (l) At Closing Time, the Shares shall have been approved for inclusion in the Nasdaq National Market, subject only to official notice of issuance. (m) On the Closing Date hereof, the Company and the Selling Stockholders shall have furnished to the Underwriter and counsel to the Underwriter any such further information, certificates and documents as the Underwriter and counsel to the Underwriter may reasonably request. (n) On or certain other securitiesprior to the Closing Date, the Company shall have delivered to the Transfer Agent a direction letter from the Company stating that the certificates for all the Common Shares to be sold by the Selling Stockholders pursuant to this Agreement may upon due presentment for transfer be reissued by the Transfer Agent to future transferees without a legend restricting transfers. (o) In the event that the Underwriter on exercises its option provided in Section 3 hereof to purchase all or before any portion of the date hereofAdditional Shares, the representations and warranties of the Company and the Selling Stockholders contained herein and the statements in any certificates furnished by the Company and the Selling Stockholders hereunder shall be true and correct as of each Option Closing Date and the Underwriter shall have received: (i) A certificate, dated such Option Closing Date, of an executive officer of the Company confirming that the certificate delivered at Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date. (ii) A certificate of the general partner of each Selling Stockholder, dated as of such Option Closing Date, to the effect that (i) the representations and warranties of such Selling Stockholder contained in full this Agreement are true and correct in all material respects with the same force and effect on the Closing Date. The obligation as though expressly made at and as of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable such Option Closing Date and (ii) such Selling Stockholder has complied in all material respects with all agreements and conditions on its part to be performed under this Agreement at or prior to such Option Closing Date. (iii) The opinion of Gibson, Dunn & Crutcher L.L.P., outside counsel for the Cxxxxxx, ix xxrm axx xxxxxance satisfactory to counsel for the Underwriter, dated such documents as you may reasonably request with respect Option Closing Date, relating to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold purchased on such Option Closing Date and other matters related otherwise to the same effect as the opinion required by Section 6(c) hereof. (iv) The opinion of Tony L. Wolk, Senior Vice President and General Counsel fxx xxx Xxxxxny, in form and substance satisfactory to counsel for the Underwriter, dated such Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof. (v) The opinion of Cole, Raywid & Braverman, L.L.P., United States and Puertx Xxco regulatory xxxxxxx for the Company, in form and substance satisfactory to counsel for the Underwriter, dated such Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof. (vi) The opinion of Claudia Garcia, in-house Dominican Republic counsel for the Xxxxxxx, xx xorm and substance satisfactory to counsel for the Underwriter, dated such Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof. (vii) The opinion of Simpson Thacher & Bartlett LLP, counsel for the Selling Xxxxxxxxxxxx, daxxx xxxh Option Closing Date, substantially to the effect set forth in Exhibit D and the opinion of Walkers, Cayman Islands counsel for Blackstone CCC Offshore Capital Partners L.P., a Selling Stockholder, dated such Option Closing Date, substantially to the effect set forth in Exhibit G. (viii) The opinion of Shearman & Sterling LLP, counsel for the Underwriter, dated such Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof. (ix) A letter from Deloitte & Touche LLP, in form and substance satisfactory to the Underwriter and dated such Option Closing Date, substantially in the same form and substance as the letter furnished to the Underwriter on the Closing Date pursuant to Section 6(g) hereof, except that the "cut-off date" in the letter furnished pursuant to this paragraph shall be a date not more than five days prior to such Option Closing Date. (x) On or prior to each Option Closing Date, the Company shall have delivered to the Transfer Agent a direction letter from the Company stating that the certificates for all the Common Shares to be sold by the Selling Stockholders pursuant to this Agreement may upon due presentment for transfer be reissued by the Transfer Agent to future transferees without a legend restricting transfers. (p) At the Closing Date and at each Option Closing Date, counsel for the Underwriter shall have been furnished with such documents and opinions from the Company and its counsel and the Selling Stockholders and their counsel, as they may reasonably require, for the purpose of enabling them to pass upon the issuance and sale of such Additional Sharesthe Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Stockholders in connection with the issuance and sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:00pm (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx XxxxxxXxxxx Lovells US LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex A heretoUnderwriters. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxx Xxxxx, Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxxx, the “Selling Shareholder Counsel”)LLP, intellectual property counsel for the Selling ShareholderCompany, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex B heretoUnderwriters. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters in form and substance reasonably satisfactory to the Underwriters. With respect to the opinion and negative assurance letters to be delivered pursuant to Sections 5(c) and 5(e) above, Xxxxx Lovells US LLP and Xxxxxx LLP, respectively, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as requested by the Underwriterspecified. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Xxxxx Lovells US LLP described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Ernst & Young LLP, independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and the officers, directors and certain stockholders of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (h) [The obligation Underwriters shall have received, on each of the Underwriter date hereof and the Closing Date, a certificate of the accuracy of certain financial information included in the Time of Sale Prospectus and the Prospectus, in form and substance reasonably satisfactory to the Underwriters, signed by the Chief Financial Officer of the Company.] (i) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed on behalf of the Company by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxx Lovells US LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, intellectual property counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) an opinion of Xxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof; (v) a letter dated the Option Closing Date, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLP, independent registered public accounting firm, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer the Chairman and the Chief Executive Officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsLLP, the “Selling Shareholder Counsel”), outside counsel for the Selling ShareholderCompany, dated the Closing Date, to substantially in the effect form set forth in Annex on Exhibit B hereto. (ed) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx, Xxxxxx & Xxxxxxx Xxxxxxxx, LLP, counsel for the UnderwriterSelling Shareholders, dated the Closing Date, covering substantially in the form set forth on Exhibit C hereto. (e) The Underwriters shall have received on the Closing Date an opinion of Jones Day, counsel for the Underwriters, dated the Closing Date, with respect to such matters as requested by the UnderwriterUnderwriters shall request. The opinions of Xxxxxx and Selling Shareholder Counsel & Xxxxxxx LLP described in Section 6(c) above and Xxxxxx, Xxxxxx & Xxxxxxxx, LLP described in Section 6(d) above shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderShareholders, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers each of Deloitte & Touche LLP and McGladrey & Xxxxxx, LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and the stockholders, optionholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter Underwriters to purchase and pay for the Shares Securities on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the performance by the Company of its covenants and other obligations hereunder and to the following further additional conditions: (a) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 6(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. (b) The representations and warranties of the Company contained herein (x) if qualified as to materiality or Material Adverse Effect, shall be true and correct and (y) in all other cases are true and correct in all material respects on the date hereof and on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct in all material respects (other than representations and warranties qualified by materiality, in which case such representations shall be true and correct in all respects) on and as of the Closing Date. (c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any material change, or any development involving a prospective changeMaterial Adverse Effect, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding amendments any amendment or supplements supplement thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares Securities on the terms and in the manner contemplated in this Agreement, the Time of Sale Information and the Prospectus. (bd) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an the chief executive officer, the chief financial officer or the corporate vice president, finance of the Company, to the effect set forth in Section 6(a)(i5(c)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are (i) true and correct in all material respects (other than representations and warranties qualified by materiality, in which case such representations shall be true and correct in all respects) as of the Closing Date and with the same effect as if made on such delivery date, (ii) that the Company has complied with in all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iii) since the date of the most recent financial statements included in the Registration Statement and Time of Sale Information, there has been no material adverse change in the financial condition, earnings, business or properties of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Registration Statement and Time of Sale Information. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (ce) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Wxxxxx Xxxxxxx Xxxxxxxx Xxxxxx& Rxxxxx, Esq. (“Xxxxxx”)Professional Corporation, general outside counsel for the Company, dated the Closing Date, to the effect set forth in Annex A heretoExhibit A. Such opinion shall be rendered to the Underwriters at the request of the Company and shall so state therein. (df) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsJxxx X. Xxxxxx, the “Selling Shareholder Company’s General Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto.Exhibit B. (eg) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Sxxxxxx Xxxxxxx & Xxxxxxx Bxxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx in form and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered substance reasonably satisfactory to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinUnderwriters. (fh) The Underwriter Underwriters shall have received, received on each of the date hereof and the Closing DateDate a letter, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereofApril 22, 2020. (gi) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating Prior to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation , the Company shall have received all waivers or consents under any agreement or other instrument binding upon the Company or any of the Underwriter to purchase Additional Shares hereunder are subject its subsidiaries, including any indenture, mortgage, deed of trust, loan agreement, stockholder agreement or other agreement that is material to the delivery to you on Company and its subsidiaries, taken as a whole, that are necessary for the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date Securities and other matters related to the issuance performance by the Company of such Additional Sharesits obligations under this Agreement, the Indenture and the Securities.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [ ], 20[ ] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) the closing of the concurrent offering of the Company of [ ] shares of the Common Stock shall have occurred prior to or simultaneously with the closing of the (1) Draft Note: To be dated 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time, 4-business days after the date of the Underwriting Agreement. (2) Draft Note: To be dated 5 business days after the date inserted in accordance with the previous footnote. (3) Draft Note: To be dated 10 days after the expiration of the green shoe option. offering of the Company’s Series A Preferred Stock pursuant to this Agreement; provided that the obligation of the Company to consummate the issuance and sale of the Firm Shares to the Underwriters shall also be subject to such condition; (ii) the Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware. (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iiiv) there shall not have occurred any change, or any development involving a prospective change, change in the condition, financial capital stock or otherwise, or in the earnings, business or operations long-term debt of the Company and its subsidiariesSubsidiaries, taken or any change in or effect on or any development having a prospective change in or effect on the business, operations, condition (financial or otherwise), results of operations or management of the Company and its Subsidiaries, whether or not in the ordinary course of business, otherwise than as a whole, from that set forth in the Time of Sale Prospectus Prospectus, the effect of which, in any such case described in clause (excluding amendments i) or supplements thereto) as of the date of this Agreement that(ii), is, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general & Xxxxx LLP counsel for the CompanyCompany with respect to corporate matters in the form of Exhibit A and an opinion of K&L Gates LLP, dated the Closing Date, special healthcare counsel to the effect set forth Company in Annex A heretoform and substance reasonably satisfactory to the Underwriters. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering with respect to such matters as may be reasonably requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinUnderwriters. (fe) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company as of and for the periods ending December 31, 2011, contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company as of and for the periods ending December 31, 2012 and December 31, 2013, contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of Medical Developers, LLC, contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut off date” not earlier than the date hereof. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of Oncure Holdings, Inc., contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut off date” not earlier than the date hereof. (i) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A B hereto, between you and certain shareholders, officers and directors of the Company listed on Annex I to Exhibit B hereto relating to sales and certain other dispositions of shares of Common Series A Preferred Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (j) The obligation Underwriters shall have received, on each of the Underwriter date hereof and the Closing Date, a certificate of the Chief Financial Officer of the Company, satisfactory to the Underwriters, as to the accuracy of certain financial information of the combined operating entities of SFRO Holdings, LLC contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (k) The Shares to be delivered on such Closing Date will have been approved for listing on the New York Stock Exchange (“NYSE”), subject to official notice of issuance. (l) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Xxxxxxxx & Xxxxx LLP, outside counsel for the Company, dated the Option Closing Date and an opinion of K&L Gates LLP, special healthcare counsel to the Company, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof ; (iii) an opinion and negative assurance letter of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The respective obligations of the Sellering Shareholder to sell Company, the Shares to the Underwriter Investment Adviser and the obligation Administrator, and the several obligations of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters, hereunder are subject to the condition that at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have become effective prior been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the date hereofCompany’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Company and its subsidiariesCompany, taken as a wholethe Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representative’s reasonable judgment, is material and adverse and that makes it, in your the Representative’s reasonable judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall also have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder Investment Adviser, to the effect that the representations and warranties of the Selling Shareholder Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder Investment Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing Underwriters shall also have received on the Closing Date a certificate, dated the Closing Date and delivering such certificates may rely upon signed by an authorized person of the best Administrator, to the effect that the representations and warranties of his the Administrator contained in this Agreement are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the conditions on its part to be performed or her knowledge as to proceedings threatenedsatisfied hereunder on or before the Closing Date. (c) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company, to the effect that such officer has reviewed (i) the unaudited estimate of the range of the Company’s NAV per share of common stock as of February 29, 2024 appearing in the Time of Sale Prospectus and the Prospectus, and (ii) certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and based on such officer’s familiarity with the Company’s accounting, operations and records systems, such estimates and disclosures were made in good faith and are based on the most recently available records of the Company, and with respect to the unaudited estimate of the range of the Company’s NAV per share of common stock as of February 29, 2024, to the best of such officer’s knowledge represents a reasonable estimate of the Company’s NAV per share of common stock as of February 29, 2024. (d) Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be performed hereunder on or prior to the Closing Date. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx XxxxxxDechert LLP, Esq. (“Xxxxxx”), general counsel for the Company, the Investment Adviser and the Administrator, dated the Closing Date, to the effect set forth in Annex A hereto. (df) The Underwriter Underwriters shall have received on the Closing Date an the favorable opinion of Xxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, Date and covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above Underwriters shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinreasonably request. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent registered public accountantsaccountants (“KPMG”), containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securitiesUnderwriters shall have received, delivered to the Underwriter on or before the date hereof, an “agreed-upon procedures letter” dated the date hereof in form and substance satisfactory to the Underwriters, from KPMG, containing statements and information of the type ordinarily included in such letters with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (i) All filings, applications and proceedings taken by the Company, the Investment Adviser and the Administrator in connection with the registration of the Shares under the Securities Act and the applicable Rules and Regulations shall be satisfactory in full force form and effect on substance to the Closing DateRepresentative and counsel for the Underwriters. (j) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser as a registered investment adviser under the Advisers Act. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the Company, the Investment Adviser and the Administrator, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares, and officers’ certificates to the effect set forth in Sections 6(b) and 6(c), opinions of Dechert LLP and Xxxxx Xxxxxx LLP to the effect set forth in Sections 6(e) and 6(f), respectively and comfort letters of KPMG to the effect set forth in Section 6(g) except that such certificates, opinions and letters shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:30 p.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving reasonably likely to result in a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of on the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxHolme Rxxxxxx & Oxxx LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, to substantially in the effect set forth in form attached hereto as Annex A hereto.A. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx Dxxxx Xxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Wxxxxxxx, counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such opinion or opinions, with respect to the Time of Sale Prospectus and other related matters as requested by the UnderwriterUnderwriters may require. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Holme Rxxxxxx & Oxxx LLP described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fe) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Gxxxx Xxxxxxxx LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gf) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you, Greenlight Capital, L.L. C., and certain executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [●] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion a certificate dated the Closing Date and signed by the chief financial officer of W. Xxxxxxxx Xxxxxxthe Company, Esq. (“Xxxxxx”)in his or her capacity as such, general with respect to certain financial and accounting information in the Registration Statement, the Time of Sale Prospectus and the Prospectus, in form and substance reasonably satisfactory to the Representatives and counsel for the Company, dated the Closing Date, to the effect set forth in Annex A heretoUnderwriters. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsLLP, the “Selling Shareholder Counsel”), outside counsel for the Selling ShareholderCompany, dated the Closing Date, addressed to the effect set forth Representatives substantially in Annex B heretothe form previously negotiated between Xxxxxx LLP and counsel to the Representatives. The opinion of Xxxxxx LLP described in this Section 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case Representatives may be, and shall so state thereinreasonably require. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (h) The obligation Firm Shares and Additional Shares, if any, shall have been approved for quotation upon notice of issuance on the NASDAQ. (i) The several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise substantially to the same effect as the opinion required by Section 5(d) hereof; (iii) an opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise substantially to the same effect as the opinion required by Section 5(e) hereof; (iv) a letter dated the Option Closing Date, in form and substance reasonably satisfactory to the Underwriters, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The respective obligations of the Sellering Shareholder to sell Company, the Shares to the Underwriter Investment Adviser and the obligation Administrator, and the several obligations of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters, hereunder are subject to the condition that at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have become effective prior been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the date hereofCompany’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Company and its subsidiariesCompany, taken as a wholethe Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representative’s reasonable judgment, is material and adverse and that makes it, in your the Representative’s reasonable judgment, impracticable to market the Shares Notes on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall also have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder Investment Adviser, to the effect that the representations and warranties of the Selling Shareholder Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder Investment Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing Underwriters shall also have received on the Closing Date a certificate, dated the Closing Date and delivering such certificates may rely upon signed by an authorized person of the best Administrator, to the effect that the representations and warranties of his the Administrator contained in this Agreement are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the conditions on its part to be performed or her knowledge as to proceedings threatenedsatisfied hereunder on or before the Closing Date. (c) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company, to the effect that such officer has reviewed (i) the unaudited estimate of the range of the Company’s NAV per share of common stock as of [ ] appearing in the Time of Sale Prospectus and the Prospectus, and (ii) the financial information described in paragraph (h) of this Section 6, and based on such officer’s familiarity with the Company’s accounting, operations and records systems, such estimates and disclosures were made in good faith and are based on the most recently available records of the Company, and, with respect to the unaudited estimate of the range of the Company’s NAV per share of common stock as of [ ], to the best of such officer’s knowledge represents a reasonable estimate of the range of the Company’s NAV per share of common stock as of [ ]. (d) Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be performed hereunder on or prior to the Closing Date. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx XxxxxxDechert LLP, Esq. (“Xxxxxx”), general counsel for the Company, the Investment Adviser and the Administrator, dated the Closing Date, to the effect set forth substantially in Annex the form of Exhibit A hereto. (df) The Underwriter Underwriters shall have received on the Closing Date an the favorable opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)[ ], counsel for the Selling ShareholderUnderwriters, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, and covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above Underwriters shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinreasonably request. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPKPMG, independent registered public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securitiesUnderwriters shall have received, delivered to the Underwriter on or before the date hereof, an “agreed-upon procedures letter” dated the date hereof, in form and substance satisfactory to the Underwriters, from KPMG, containing statements and information of the type ordinarily included in such letters with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (i) All filings, applications and proceedings taken by the Company, the Investment Adviser and the Administrator in connection with the registration of the Notes under the Securities Act and the applicable Rules and Regulations shall be satisfactory in full force form and effect substance to the Representative and counsel for the Underwriters. (j) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser as a registered investment adviser under the Advisers Act. (k) The Company shall have applied to have the Notes listed for trading on the Closing DateNYSE. (l) The Underwriters shall have obtained a No Objections Letter from FINRA regarding the fairness and reasonableness of the underwriting terms and arrangements. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares Notes hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the Company, the Investment Adviser and the Administrator, the due authorization and issuance of the Additional Shares Notes to be sold on such Option Closing Date and other matters related to the issuance of such Additional SharesNotes, and officers’ certificates to the effect set forth in Sections 6(b) and 6(c), opinions of Dechert LLP and [ ] to the effect set forth in Sections 6(e) and 6(f), respectively, and comfort letters of KPMG to the effect set forth in Section 6(g), except that such certificates, opinions and letters shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with in all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, outside counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Representatives and their counsel. (d) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, special Intellectual Property counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Representatives and their counsel. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Hall & Xxxxxxx LLP, counsel for the UnderwriterSelling Shareholders, dated the Closing Date, covering such matters as requested by in form and substance satisfactory to the UnderwriterRepresentatives and their counsel. (f) The Underwriters shall have received on the Closing Date an opinion of Ropes & Xxxx LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters. The opinions of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Selling Shareholder Counsel Xxxx LLP, and Xxxxxx Hall & Xxxxxxx LLP described in Section Sections 6(c), 6(d) and 6(d6(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderShareholders, as the case may be, and shall so state therein. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date hereunder are subject to the condition that the Registration Statement shall have become effective prior to not later than 3:00 P.M. (Chicago time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters hereunder are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement), that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date a (1x) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause Section 6(a)(i6(a) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date Date, and (2y) a certificate, dated the Closing Date and signed by an executive officer certificate of the Selling Shareholder Stockholder to the effect that the representations and warranties of the Selling Shareholder Stockholder contained in this Agreement are true and correct as of the Closing Date and that the such Selling Shareholder Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxLord Bissell & Brook, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto.that: (di) The Underwriter shall the Company is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have received a material adverse effect on the Closing Date an opinion Company and its subsidiaries taken as a whole; (ii) Market Facts of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory Canada, Ltd. has been duly incorporated; each subsidiary of the Company is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the Underwriter extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; (such firm or firms, iii) the “Selling Shareholder Counsel”), counsel for authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (iv) the shares of Common Stock (including the Shares to be sold by the Selling ShareholderStockholder) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, dated fully paid and non-assessable; (v) the Closing DateShares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non- assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Registration Statement has become effective under the Securities Act, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are, to the effect set forth in Annex B hereto.knowledge of such counsel, pending or threatened by the Commission; and to the best of our knowledge, after due inquiry, at the time the Registration Statement became effective the Company met the conditions for use of Form S-3 under the Securities Act; (eviii) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested execution and delivery by the Underwriter. The opinions Company of, and the performance by the Company of Xxxxxx and Selling Shareholder Counsel described in Section 6(cits obligations under, this Agreement will not contravene (A) and 6(d) above shall be rendered to any provision of applicable law or the Underwriter at the request certificate of incorporation or by-laws of the Company or any of its subsidiaries, (B) any agreement or other instrument binding upon the Selling ShareholderCompany or any of its Subsidiaries that is material to the Company and its subsidiaries, taken as the case may bea whole, and shall so state therein.that is known to such counsel after due inquiry or (C) to the best of such counsel's knowledge after due inquiry, any judgment or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary; and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares by the Underwriters; (fix) The Underwriter shall have receivedto the best of such counsel's knowledge after due inquiry, on each no holder of any security of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory Company has any right to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions require registration of shares of Common Stock or certain any other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing security of the Company, except as described in the due authorization and issuance Prospectus; (x) all of the Additional Shares outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been duly and validly authorized and issued, and are owned by the Company, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature and all of the outstanding shares of capital stock of, or other ownership interests in, Market Facts of Canada, Ltd. are fully paid and non-assessable; (xi) to be sold on the best of such Option Closing Date counsel's knowledge after due inquiry, the Company and each of its subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from (collectively, "permits"), and has made all declarations and filings with, all federal, state, local, foreign and other matters related governmental and regulatory authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the issuance extent that the failure to obtain any such permit or to make any such declaration or filing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; and to the knowledge of such Additional Shares.counsel after due inquiry, neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse change in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, except as described in or contemplated by the Prospectus; (xii) the statements (A) in the Prospectus under the captions "Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriting" and (B) in the Registration Statement in Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein and in the case of the statements under the caption "Underwriting" only insofar as such statements relate to this Agreement, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date several Underwriters are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Representatives shall have received on the Closing Settlement Date (1) a certificate, dated the Closing Date and signed by an executive officer certificate of the Company, to dated such date and signed by the effect set forth in Section 6(a)(i) above Chairman, any Vice Chairman, the President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Controller or any Deputy Controller and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company to the effect that the signers of such certificate have carefully examined the Registration Statement, the General Disclosure Package, the Final Prospectus and this Agreement and that (i) the representations and warranties of each of the Company contained in this Agreement are true and correct as if made on and as of the Closing Settlement Date and that the Company has complied in all material respects with all of the agreements and satisfied in all of material respects all the conditions on its part to be performed or satisfied hereunder on at or before prior to the Closing Date Settlement Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to their knowledge, threatened; and (2iii) since the date of the most recent financial statements included or incorporated by reference in the General Disclosure Package and the Final Prospectus, there has not been any change or development that, individually or in the aggregate, has or would have a certificateMaterial Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Final Prospectus. (b) The Representatives shall have received on the Settlement Date a certificate of the Selling Securityholder, dated the Closing Date such date and signed by an executive a senior officer of the Selling Shareholder Securityholder to the effect that the representations and warranties of the Selling Shareholder contained Securityholder in this Agreement are true and correct in all material respects on and as of the Closing Settlement Date and that to the Selling Shareholder has complied with all of same effect as if made on the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Settlement Date. The officers signing and delivering such certificates Such officer may rely upon on the best of his or her knowledge as to proceedings threatenedknowledge. (c) The Underwriter Representatives shall have received on the Closing Date an Settlement Date, opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for In-House Counsel to the Company, dated the Closing Date, such date and addressed to the effect Representatives, substantially in the form set forth in Annex A heretoExhibit 1. (d) The Underwriter Representatives shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Settlement Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an such opinion or opinions of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated such date and addressed to the Closing Representatives, with respect to the sale of the Securities, the Registration Statement, the Final Prospectus, the General Disclosure Package and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) The Representatives shall have received on the Settlement Date, covering such matters as requested by the Underwriter. The opinions an opinion and negative assurance letter of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Underwriter at Company, dated such date and addressed to the request Representatives, substantially in the forms set forth in Exhibit 2 and Exhibit 3. Insofar as such opinion(s) involves factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Company or the Selling Shareholder, as the case may be, and shall so state thereinits subsidiaries and certificates of public officials. (f) The Underwriter Representatives shall have received, received on each of the date hereof and the Closing Settlement Date, a letter opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Selling Securityholder, dated the such date hereof or the Closing Date, as the case may be, in form and substance satisfactory addressed to the UnderwriterRepresentatives, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained substantially in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereofform set forth in Exhibit 4. (g) The Representatives shall have received as of the Time of Sale and at the Settlement Date, customary “lock-upcomfort letters” agreement executed from Deloitte & Touche LLP that are satisfactory in content and form to the Representatives. (h) All filings with the Commission required by Rule 424 under the Securities Act and relating to the Securities to have been filed by the Selling Shareholder Settlement Date and shall have been made within the applicable time period prescribed for such filing by Rule 424 (without reliance on Rule 424(b)(8)); any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act and relating to the Securities shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (i) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the form Registration Statement (exclusive of Exhibit A hereto relating to sales and certain other dispositions any amendment thereof after the date of shares this Agreement, provided that the Representatives shall be given reasonable notice of Common Stock or certain other securities, delivered any amendment before the date of this Agreement prior to the Underwriter on Time of Sale), the Preliminary Prospectus and the Final Prospectus (exclusive of any supplement thereto after the date of this Agreement, provided that the Representatives shall be given reasonable notice of any supplement before the date of this Agreement prior to the Time of Sale), there shall not have been any change, or any development that, individually or in the aggregate, has or would be expected to have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Final Prospectus, the effect of which, is, in the sole judgment of the Representatives after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof after the date of this Agreement, provided that the Representatives shall be given reasonable notice of any amendment before the date of this Agreement prior to the Time of Sale), the General Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act). (j) Subsequent to the date hereof, there shall be not have been any decrease in full force and effect the rating of the Securities or any of the Company’s senior or subordinated debt securities or preferred stock by any nationally recognized statistical rating organization or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (k) The Securities shall have been registered under the Exchange Act. (l) The Company shall have made application to the list the Securities on the Closing Date. The obligation New York Stock Exchange. (m) Prior to the settlement of the Underwriter offering of the Securities, the Certificate of Designation of the Securities shall have been amended substantially in the form as attached to purchase Additional Shares hereunder are subject Annex A hereto. (n) Prior to the delivery Settlement Date, the Company shall have furnished to you on the applicable Option Closing Date of Representatives such further information, certificates and documents as you the Representatives may reasonably request request. If any of the conditions specified in this Section 4 shall not have been fulfilled when and as provided in this Agreement with respect to the good standing sale of the CompanySecurities, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled with respect to such offering at, or at any time prior to, the due authorization and issuance Settlement Date by the Representatives. Notice of the Additional Shares to such cancellation shall be sold on such Option Closing Date and other matters related given to the issuance of such Additional SharesCompany and the Selling Securityholder in writing or by telephone or facsimile confirmed in writing.

Conditions to the Underwriters’ Obligations. The respective obligations of the Sellering Shareholder to sell Company, the Shares to the Underwriter Investment Adviser and the obligation Administrator, and the several obligations of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters, hereunder are subject to the condition that at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have become effective prior been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the date hereofCompany’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Company and its subsidiariesCompany, taken as a wholethe Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representative’s reasonable judgment, is material and adverse and that makes it, in your the Representative’s reasonable judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall also have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder Investment Adviser, to the effect that the representations and warranties of the Selling Shareholder Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder Investment Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing Underwriters shall also have received on the Closing Date a certificate, dated the Closing Date and delivering such certificates may rely upon signed by an authorized person of the best Administrator, to the effect that the representations and warranties of his the Administrator contained in this Agreement are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the conditions on its part to be performed or her knowledge as to proceedings threatenedsatisfied hereunder on or before the Closing Date. (c) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company, to the effect that such officer has reviewed (i) the unaudited estimate of the Company’s NAV per share of its Common Shares as of [●], 2024 appearing in the Time of Sale Prospectus and the Prospectus, and (ii) certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and based on such officer’s familiarity with the Company’s accounting, operations and records systems, such estimates and disclosures were made in good faith and are based on the most recently available records of the Company, and with respect to the unaudited estimate of the range of the Company’s NAV per share of its Common Shares as of [●], 2024, to the best of such officer’s knowledge represents a reasonable estimate of the Company’s NAV per share of its Common Shares as of [●], 2024. (d) Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be performed hereunder on or prior to the Closing Date. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx XxxxxxDechert LLP, Esq. (“Xxxxxx”), general counsel for the Company, the Investment Adviser and the Administrator, dated the Closing Date, to the effect set forth in Annex A hereto. (df) The Underwriter Underwriters shall have received on the Closing Date an the favorable opinion of Xxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, Date and covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above Underwriters shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinreasonably request. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent registered public accountantsaccountants (“KPMG”), containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securitiesUnderwriters shall have received, delivered to the Underwriter on or before the date hereof, an “agreed-upon procedures letter” dated the date hereof in form and substance satisfactory to the Underwriters, from KPMG, containing statements and information of the type ordinarily included in such letters with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (i) All filings, applications and proceedings taken by the Company, the Investment Adviser and the Administrator in connection with the registration of the Shares under the Securities Act and the applicable Rules and Regulations shall be satisfactory in full force form and effect on substance to the Closing DateRepresentative and counsel for the Underwriters. (j) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser as a registered investment adviser under the Advisers Act. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the Company, the Investment Adviser and the Administrator, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares, and officers’ certificates to the effect set forth in Sections 6(b) and 6(c), opinions of Dechert LLP and Xxxxx Xxxxxx LLP to the effect set forth in Sections 6(e) and 6(f), respectively and comfort letters of KPMG to the effect set forth in Section 6(g) except that such certificates, opinions and letters shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:00 PM (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxxxx Xxxxx LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, in form and substance satisfactory to the effect set forth Underwriters, in Annex A hereto.the form attached hereto as Exhibit B. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in form and substance satisfactory to the effect set forth Underwriters. With respect to the negative assurance letters provided pursuant to Sections 5(c) and 5(d) above, Xxxxxxx Xxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP may state that their opinions and beliefs are based upon their participation in Annex B hereto. (e) the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel Xxxxx LLP described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fe) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers BDO USA, LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gf) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxx L.L.P., the “Selling Shareholder Counsel”), outside counsel for the Selling ShareholderCompany, dated the Closing Date, to in substantially the effect set forth form of Exhibit B hereto. (d) The Underwriters shall have received on the Closing Date an opinion of Loyens & Loeff, Luxembourg counsel for the Company, dated the Closing Date, in Annex B substantially the form of Exhibit C hereto. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxxx, the Company’s General Counsel, dated the Closing Date, in substantially the form of Exhibit D hereto. (f) The Underwriters shall have received on the Closing Date an opinion of Blank Rome LLP, Liberian counsel for the Company, dated the Closing Date, in substantially the form of Exhibit E hereto. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLPand Xxxxxx, British Virgin Islands counsel for the UnderwriterCompany, dated the Closing Date, covering such matters as requested by in substantially the Underwriter. The opinions form of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinExhibit F hereto. (fh) The Underwriter Underwriters shall have received on the Closing Date an opinion of Hassans, Gibraltar counsel for the Company, dated the Closing Date, in substantially the form of Exhibit G hereto. (i) The Underwriters shall have received on the Closing Date an opinion of Adeptun Xxxxxx-Xxxxxxx Agbor & Segun, Nigerian counsel for the Company, dated the Closing Date, in substantially the form of Exhibit H hereto. (j) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxxx L.L.P., counsel for the Underwriters, dated the Closing Date, in the form and substance to be agreed upon by such counsel and the Underwriters. (k) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gl) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of Transocean Pacific Drilling Inc. contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut off date” not earlier than the date hereof. (m) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and Quantum Pacific (Gibraltar) Ltd., officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock Shares or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. (n) The Shares shall have been approved for listing on the NYSE. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing valid existence of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The respective obligations of the Sellering Shareholder to sell Company, the Shares to the Underwriter Investment Adviser and the obligation Administrator, and the several obligations of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters, hereunder are subject to the condition that at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have become effective prior been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the date hereofCompany’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Company and its subsidiariesCompany, taken as a wholethe Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representatives’ reasonable judgment, is material and adverse and that makes it, in your the Representatives’ reasonable judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall also have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder Investment Adviser, to the effect that the representations and warranties of the Selling Shareholder Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder Investment Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing Underwriters shall also have received on the Closing Date a certificate, dated the Closing Date and delivering such certificates may rely upon signed by an authorized person of the best Administrator, to the effect that the representations and warranties of his the Administrator contained in this Agreement are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the conditions on its part to be performed or her knowledge as to proceedings threatenedsatisfied hereunder on or before the Closing Date. (c) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company, to the effect that such officer has reviewed (i) the unaudited estimate of the range of the Company’s NAV per share of common stock as of December 31, 2017 appearing in the Time of Sale Prospectus and the Prospectus, and (ii) the financial information described in paragraph (h) of this Section 6, and based on such officer’s familiarity with the Company’s accounting, operations and records systems, such estimates and disclosures were made in good faith and are based on the most recently available records of the Company, and, with respect to the unaudited estimate of the range of the Company’s NAV per share of common stock as of December 31, 2017, to the best of such officer’s knowledge represents a reasonable estimate of the range of the Company’s NAV per share of common stock as of December 31, 2017. (d) Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be performed hereunder on or prior to the Closing Date. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx XxxxxxDechert LLP, Esq. (“Xxxxxx”), general counsel for the Company, the Investment Adviser and the Administrator, dated the Closing Date, to the effect set forth substantially in Annex the form of Exhibit A hereto. (df) The Underwriter Underwriters shall have received on the Closing Date an the favorable opinion of Xxxxxx Xxxxx Xxxxxxxx Mxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Fxxxxxxx LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, and covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above Underwriters shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinreasonably request. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPKPMG, independent registered public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securitiesUnderwriters shall have received, delivered to the Underwriter on or before the date hereof, an “agreed-upon procedures letter” dated the date hereof, in form and substance satisfactory to the Underwriters, from KPMG, containing statements and information of the type ordinarily included in such letters with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (i) All filings, applications and proceedings taken by the Company, the Investment Adviser and the Administrator in connection with the registration of the Shares under the Securities Act and the applicable Rules and Regulations shall be satisfactory in full force form and effect substance to the Representatives and counsel for the Underwriters. (j) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser as a registered investment adviser under the Advisers Act. (k) The Shares shall have been approved for trading on the Closing DateNYSE, subject to notice of issuance, and satisfactory evidence of such actions shall have been provided to the Representatives. (l) The Underwriters shall have obtained a No Objections Letter from FINRA regarding the fairness and reasonableness of the underwriting terms and arrangements. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of such documents as you the Representatives may reasonably request with respect to the good standing of the Company, the Investment Adviser and the Administrator, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares, and officers’ certificates to the effect set forth in Section 6(b) and 6(c), opinions of Dechert LLP and Mxxxxxxx & Fxxxxxxx LLP to the effect set forth in Section 6(e) and 6(f), respectively, and comfort letters of KPMG to the effect set forth in Section 6(g), except that such certificates, opinions and letters shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Selling Stockholders to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [ l ] p.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the performance by the ZoomInfo Parties and each of the Selling Stockholders of their covenants and obligations hereunder and the following further conditions: (a) The representations and warranties of the ZoomInfo Parties and the Selling Stockholders contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Option Closing Date, as the case may be, in all material respects (except to the extent already qualified by materiality or Material Adverse Effect, in which case, such representations and warranties shall be true and correct in all respects); and the statements of the ZoomInfo Parties and the Selling Stockholders and each of their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Option Closing Date, as the case may be, in all material respects (except to the extent already qualified by materiality or Material Adverse Effect, in which case, such representations and warranties shall be true and correct in all respects). (b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or the Option Closing Date, as the case may be: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate no order suspending the direction effectiveness of the possible changeRegistration Statement shall be in effect, in the rating accorded any of the securities of the Company and no proceeding for such purpose or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) pursuant to Section 8A under the Securities ActAct shall be pending before or threatened by the Commission; and (ii) there shall not have occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business business, management or operations of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of and the date of this Agreement Prospectus that, in your judgment, is so material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in by this Agreement, the Time of Sale Prospectus and the Prospectus. (bc) The Underwriter Underwriters shall have received on the Closing Date (1x) a certificate, dated the Closing Date and signed by an executive officer of the Companyeach ZoomInfo Party on behalf of such ZoomInfo Party, to the effect set forth in Section 6(a)(i6(b) above hereof and to the effect that the representations representation and warranties of the Company ZoomInfo Parties contained in this Agreement are true and correct in all material respects (except to the extent already qualified by materiality or Material Adverse Effect, in which case, such representations and warranties shall be true and correct in all respects) as of the Closing Date and that the Company each ZoomInfo Party has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date Date, and (2y) a certificatecertificate of each Selling Stockholder, dated the Closing Date and signed by an executive officer of the each Selling Shareholder Stockholder on behalf of such Selling Stockholder, to the effect that the representations and warranties of the such Selling Shareholder Stockholder contained in this Agreement are true and correct in all material respects (except to the extent already qualified by materiality or Material Adverse Effect, in which case, such representations and warranties shall be true and correct in all respects) as of the Closing Date and that the such Selling Shareholder Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers Each officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened, if applicable. (cd) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxx Xxxxxxx & Xxxxxxxx XxxxxxLLP, Esq. (“Xxxxxx”), general outside counsel for the CompanyZoomInfo Parties, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex A heretoRepresentatives. (de) The Underwriter Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex B heretoRepresentatives. (ef) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & from each of: (x) Xxxxxxx Procter LLP, counsel for TA AP VII-B DO Subsidiary Partnership, L.P.; TA Atlantic and Pacific VII-A, L.P.; TA Atlantic and Pacific VII-B, L.P.; TA Investors IV, L.P.; TA SDF III DO AIV, L.P.; TA SDF III DO AIV II, L.P.; TA SDF III DO Feeder, L.P.; TA XI DO AIV, L.P.; TA XI DO AIV II, L.P.; and TA XI DO Feeder, L.P. (the Underwriter“TA Selling Stockholders”); (y) (i) Debevoise & Xxxxxxxx LLP, special New York counsel for Carlyle Partners VI Evergreen Holdings, L.P.; Carlyle Partners VI Dash Holdings, L.P.; and CP VI Evergreen Holdings, L.P. (the “Carlyle Selling Stockholders”); and (ii) Xxxxxxxx, Xxxxxx & Finger, PA, special Delaware counsel for the Carlyle Selling Stockholders; and (z) Sidley Austin LLP, counsel for 00X Xxxxxxxx Xxxxxxxx XXX, 00X Xxxxxxx X-X, L.P., FiveW DiscoverOrg LLC and D. Xxxxxxx Xxxx (the “22C Selling Stockholders”), in each case, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx in form and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered substance reasonably satisfactory to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinRepresentatives. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter letters dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the UnderwriterRepresentatives, from PricewaterhouseCoopers each of KPMG LLP, independent registered public accountantsaccounting firm, and RSM US LLP, independent certified public accountant, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by agreements entered into in connection with the Selling Shareholder Company’s initial public offering, each substantially in the form of Exhibit A hereto relating to sales and certain other dispositions (with any modifications or waivers as you shall have previously agreed to), executed by each of shares of Common Stock or certain other securities, delivered to the Underwriter parties listed on or before the date hereof, Schedule IV hereto shall be in full force and effect effect. (i) The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives, signed by the chief financial officer of the Company, containing statements and information with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (j) The Shares to be delivered on the Closing Date or the Option Closing Date. , as the case may be, shall have been approved for listing on the NASDAQ Global Select Market (the “Exchange”), subject to official notice of issuance. (k) The obligation Underwriters shall have received such other documents as you may reasonably request, including with respect to the good standing of each ZoomInfo Party and Selling Stockholder, the due authorization and issuance of the Underwriter Shares and other matters related to the issuance and sale of the Shares. (l) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the foregoing and the delivery to you on the applicable Option Closing Date of: (i) (x) a certificate, dated the Option Closing Date and signed by an executive officer of each ZoomInfo Party on behalf of such ZoomInfo Party and (y) a certificate of each Selling Stockholder, dated the Option Closing Date and signed by an executive officer of each Selling Stockholder on behalf of such Selling Stockholder, in each case, confirming that the certificate delivered on the Closing Date pursuant to Section 6(c) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, outside counsel for the ZoomInfo Parties, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iii) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (iv) an opinion from each of (x) Xxxxxxx Procter LLP, counsel for the TA Selling Stockholders, (y) Debevoise & Xxxxxxxx LLP, counsel for the Carlyle Selling Stockholders, and (z) Sidley Austin LLP, counsel for the 22C Selling Stockholders, in each case, dated the Option Closing Date, to the same effect as the opinion required by Section 6(f) hereof; (v) letters dated the Option Closing Date, from each of KPMG LLP, independent registered public accounting firm, and RSM US LLP, independent certified public accountant, substantially in the same form and substance as the letters furnished to the Underwriters pursuant to Section 6(g) hereof; provided that the letters delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (vi) a certificate dated the Option Closing Date, signed by the chief financial officer of the Company, substantially in the same form and substance as the certificate furnished to the Underwriters pursuant to Section 6(h) hereof; and (vii) such other documents as you may reasonably request request, including with respect to the good standing of the Companyeach ZoomInfo Party and Selling Stockholder, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance and sale of such Additional Shares. With respect to Sections 6(d), 6(e), 6(f), 6(l)(ii), 6(l)(iii) and 6(l)(iv) hereof, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Xxxxxx & Xxxxxxx LLP, Xxxxxxx Procter LLP, Debevoise & Xxxxxxxx LLP and Sidley Austin LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP described in Sections 6(d) and 6(l)(ii) hereof shall be rendered to the Underwriters at the request of the ZoomInfo Parties and shall so state therein. The opinions of Xxxxxxx Procter LLP, Debevoise & Xxxxxxxx LLP and Sidley Austin LLP described in Sections 6(f) and 6(l)(iv) hereof shall be rendered to the Underwriters at the request of the applicable Selling Stockholder and shall so state therein.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [ ] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of any of the Company or any of its subsidiaries Entities by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesEntities, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representatives’ judgment, is material and adverse and that makes it, in your the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Representatives shall have received on the Closing Date (1) a certificate, dated the Closing Date Date, addressed to the Underwriters and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company Parties contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has Parties have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Representatives shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx& Xxxxx LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, Date and addressed to the effect set forth Underwriters, in Annex A hereto.form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit C. (d) The Underwriter Representatives shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Xxxxxx L.L.P., counsel for the Selling ShareholderUnderwriters, dated the Closing Date, Date and addressed to the effect set forth Underwriters, in Annex B hereto. (eform and substance reasonably satisfactory to the Representatives. With respect to Sections 6(c) and 6(d) above, Xxxxxxxx & Xxxxx LLP and Xxxxxx & Xxxxxx L.L.P. may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel Xxxxx LLP described in Section 6(c) and 6(d) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling ShareholderCompany, as the case may be, and shall so state therein. (fe) The Underwriter Representatives shall have received, on each received from Deloitte a “comfort letter” (the “initial comfort letter”) dated as of the date hereof and addressed to the Closing DateUnderwriters, a letter dated in form and substance satisfactory to the Representatives, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Time of Sale Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (f) The Representatives shall have received from Deloitte a “bring-down comfort letter” (the “Bring-down Comfort Letter”) dated as of the Closing Date or the Option Closing date, as the case may be, and addressed to the Underwriters, in form and substance satisfactory to the Representatives, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Bring-Down Comfort Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Initial Comfort Letter, and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (g) The Representatives shall have received from Von Gonten a letter (the “Initial Expert Letter”), dated as of the date hereof, in form and substance satisfactory to the Underwriters, stating the conclusions and findings of such firm with respect to reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings. (h) The Representatives shall have received from Von Gonten a subsequent letter, dated as of the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, which such letter shall cover the period from PricewaterhouseCoopers LLPthe Initial Expert Letter to the Closing Date or the Option Closing Date, independent public accountantsas the case may be, containing statements stating the conclusions and information findings of the type ordinarily included in accountants’ “comfort letters” to underwriters such firm with respect to the financial statements reserve and certain financial other operational information contained and other matters as is customary to underwriters in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereofconnection with registered public offerings. (gi) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto, between the Representatives and those certain stockholders, officers and directors of the Company named in Schedule IV hereto relating to sales and certain other dispositions of shares of Class A Common Stock or certain other securities, delivered to the Underwriter Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. . (j) The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representatives on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxxxx & Xxxxx LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof; (iii) an opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you the Representatives may reasonably request with respect to the good standing of the CompanyCompany Entities, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become continue to be effective prior to on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given to the Company of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating rating, if any, accorded any of the Company’s securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Registration Statement and the Prospectus (excluding amendments as amended or supplements thereto) as of supplemented on or prior to the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxxx X. Xxxxx, Esq. ., General Counsel for the Company, dated the Closing Date, to the effect that: (“Xxxxxx”i) the Company has been duly organized, is validly existing as a corporation in good standing under the laws of the Commonwealth of Massachusetts, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing as a foreign corporation in Arizona, California, Indiana, Pennsylvania and Texas; (ii) each of LTX Asia International, Inc. and LTX LLC has been duly incorporated or formed, as the case may be, and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, has the corporate power and authority or limited liability company power and authority, as the case may be, to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing as a foreign corporation or foreign limited liability company, as the case may be, in Massachusetts; (iii) all of the issued shares of capital stock or interests, as the case may be, of each of LTX Asia International, Inc. and LTX LLC have been duly and validly authorized and issued, are fully paid and non-assessable and are owned of record directly by the Company; (iv) the issuance of the Shares will not be subject to any pre-emptive or similar right under the articles of organization of the Company, the by laws of the Company, the Massachusetts Business Corporation Law, or any agreement or other instrument binding upon the Company that is filed as an exhibit to the Registration Statement (for clarity and avoidance of doubt, it is understood and agreed that this includes all documents filed as exhibits to any document incorporated by reference in the Registration Statement); (v) the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (A) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the articles of organization or by-laws of the Company or, to such counsel’s knowledge, any indenture, agreement or other instrument binding upon the Company that is filed as an exhibit to the Registration Statement (for clarity and avoidance of doubt, it is understood and agreed that this includes all documents filed as exhibits to any document incorporated by reference in the Registration Statement), general or (B) violate or conflict with any United States federal or Massachusetts state law, rule or regulation, or any judgment, order or decree of any governmental body, agency or court specifically naming the Company or any subsidiary of which such counsel is aware; and no consent, approval, authorization or order of, or qualification with, any United States federal or Massachusetts state governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares; (vi) such counsel does not know of any (i) legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required by the applicable rules and regulations under the Securities Act to be described in the Registration Statement or the Prospectus and are not so described or (ii) contracts or other documents that are required by the applicable rules and regulations under the Securities Act to be filed as exhibits to the Registration Statement that are not filed as required; (d) The Underwriters shall have received on the Closing Date an opinion of Xxxx and Xxxx LLP, outside counsel for the Company, dated the Closing Date, to the effect that: (i) the authorized capital stock of the Company conforms as to legal matters in all material respects to the description thereof contained or incorporated by reference into the Prospectus under the caption “Description of Common Stock”; (ii) the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance of the Shares will not be subject to any pre-emptive or similar right under the articles of organization of the Company, the by laws of the Company or the Massachusetts Business Corporation Law; (iii) this Agreement has been duly authorized, executed and delivered by the Company; (iv) the statements (i) in the Prospectus under the caption “Description of Common Stock” and (ii) in the Registration Statement in Item 15 thereof, in each case insofar as such statements constitute matters of law or legal conclusions, have been reviewed by such counsel and are correct in all material respects; (v) the Company is not, and after giving effect to the issuance and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (vi) the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (A) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the articles of organization or by-laws of the Company or (B) violate or conflict with any United States federal or Massachusetts state law, rule or regulation that in such counsel’s experience is normally applicable in transactions of the type contemplated by this Agreement, or any judgment, order or decree of any governmental body, agency or court specifically naming the Company or any subsidiary of which such counsel is aware; and no consent, approval, authorization or order of, or qualification with, any United States federal or Massachusetts state governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares; and (vii) In addition to the opinions provided above, such counsel shall confirm to you as follows: In the course of acting as outside counsel for the Company in connection with the preparation of the Registration Statement and the Prospectus (other than the documents incorporated by reference therein), such counsel has participated in conferences with officers and other representatives of the Company, representatives of and counsel for the Underwriters and representatives of the independent public accountants of the Company, during which the contents of the Registration Statement and the Prospectus were discussed (including the documents incorporated by reference therein). While the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such that such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except to the extent expressly set forth in Annex A heretoSection 5(d)(i) and 5(d)(iv) above), subject to the foregoing and based on such participation and discussions, no facts have come to such counsel’s attention that have caused such counsel to believe that: (A) any document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements, including the notes and schedules thereto, and other financial, accounting or statistical data included or incorporated by reference therein, as to which such counsel need not express any view) when so filed did not appear on its face to be appropriately responsive in all material respects to the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder; (B) the Registration Statement or the Prospectus (except for the financial statements, including the notes and schedules thereto, and other financial, accounting or statistical data included therein, as to which such counsel need not express any view) do not appear on their face to be appropriately responsive in all material respects to the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder; (C) the Registration Statement or the prospectus included therein (except for the financial statements, including the notes and schedules thereto, and other financial, accounting or statistical data included therein, as to which such counsel need not express any view) at the time the Registration Statement became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (D) the Prospectus (except for the financial statements, including the notes and schedules thereto, and other financial, accounting or statistical data included therein, as to which such counsel need not express any view) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (de) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxxxxx, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering the matters referred to in Sections 5(d)(ii), 5(d)(iii), clauses (B), (C) and (D) of Section 5(d)(vii) above and the statements in the Prospectus Supplement under “Underwriters” insofar as such statements constitute matters of law or legal conclusions and have been reviewed by such counsel and are correct in all material respects; With respect to clauses (B), (C) and (D) of Section 5(d)(vii) above, Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP may state that their views are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (other than documents incorporated by reference) and upon review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification except as requested by the Underwriterspecified. The opinions of Xxxxxx X. Xxxxx, Esq. and Selling Shareholder Counsel Xxxx and Xxxx LLP described in Section 6(cSections 5(c) and 6(d5(d) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectus (whether such information is included or incorporated by reference before or after the date of this Agreement); provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and the executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 2:00 p.m. (New York City time) on the date hereof. 7. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Esq. (“Xxxxxx”)Professional Corporation, general outside counsel for the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company; (ii) the authorized, issued and outstanding capitalization of the Company as of June 30, 2003 was as set forth in Annex A hereto. (d) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, Prospectus under the “Selling Shareholder Counsel”), counsel for Actual” column under the Selling Shareholder, dated caption “Capitalization.” The shares of the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request common stock of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related outstanding immediately prior to the issuance of such Additional Shares.the Shares have been duly authorized and validly issued, are fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus;

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter and the obligation obligations of the Underwriter to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than January 12, 2021 (New York City time) on the date hereof. The obligation obligations of the Underwriter is are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Underwriter’s judgment, is material and adverse and that makes it, in your the Underwriter’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx Xxxxxx, Esq. Xxxxxx LLP (“XxxxxxCooley”), general outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth in Annex A heretoUnderwriter. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter Xxxxxx, Profession Corporation (such firm or firms, the “Selling Shareholder CounselWSGR”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by Date in form and substance reasonably satisfactory to the Underwriter. With respect to Sections 1(a) and 5(d) above, Cooley and WSGR may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Cooley described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fe) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriter, from PricewaterhouseCoopers KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gf) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto (with any such modifications as the Underwriter shall have previously agreed to), between the Underwriter and the officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. . (g) The obligation Underwriter shall have received, on the date hereof and on the Closing Date, a certificate of the principal financial officer, in form and substance reasonably satisfactory to the Underwriter. (h) The obligations of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you the Underwriter on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed on behalf of the Company by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of Cooley, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(c) hereof; (iii) an opinion and negative assurance letter of WSGR, counsel for the Underwriter, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance reasonably satisfactory to the Underwriter, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriter pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (v) a certificate of the principal financial officer, in form and substance reasonably satisfactory to the Underwriter; and (vi) such other documents as you the Underwriter may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(iclause (a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxStoel Rives LLP, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth that: (i) the Company has been duly incorporated, is validly existing as a corporation under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in Annex A heretothe Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) each subsidiary of the Company which is a "significant subsidiary" (as such term is defined in Regulation S-X promulgated by the Commission) and any subsidiary of the Company included by name in the Pro Forma Combined Financial Statements contained in the Registration Statement has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (iv) the shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable; (v) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares by the U.S. Underwriters; (viii) the statements (A) in the Prospectus under the captions "Certain United States Tax Consequences to Non-United States Holders" and "Description of Capital Stock" and (B) in the Registration Statement in Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (ix) each document incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and other financial and statistical data and related schedules therein, as to which such counsel need express no opinion), when it became effective or was filed with the Commission, as the case may be, appeared on its face to comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; (x) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (xi) the Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; and (xii) (A) such counsel is of the opinion that the Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (B) nothing has come to such counsel's attention that has caused such counsel to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (C) nothing has come to such counsel's attention that has caused such counsel to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx Xxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such the matters referred to in subparagraphs (v), (vi), (viii) (but only as requested by to the Underwriterstatements in the Prospectus under "Description of Capital Stock") and (xii) of paragraph (c) above. With respect to subparagraph (xii) of paragraph (c) above, Stoel Rives LLP and Xxxxx & Xxxx LLP may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Stoel Rives LLP described in Section 6(c) and 6(dparagraph (c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fe) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form form, and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Price Waterhouse LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus; provided PROVIDED that the letter delivered on the Closing Date shall use a “"cut-off date” " not earlier than the date hereof. (gf) The “"lock-up” agreement executed by the Selling Shareholder " agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. (g) At the date of this Agreement, the Company shall have furnished for review by the U.S. Representatives and the International Representatives copies of such further information, certificates and documents as they may reasonably request. The obligation several obligations of the Underwriter U.S. Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the U.S. Underwriters on the applicable Option Closing Date of such documents as you they may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such the Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [ ] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:, (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsXxxxxx P.C., the “Selling Shareholder Counsel”), outside counsel for the Selling ShareholderCompany, dated the Closing Date, to substantially in the effect set forth in Annex B form attached as Exhibit C hereto.: (ed) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing DateDate in form and substance satisfactory to the Underwriters. With respect to Section 5(c) above, covering such matters Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. may state that its opinions and beliefs are based upon its participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as requested by the Underwriterspecified. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Xxxxxxx Xxxxxxxx & Xxxxxx P.C. described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may beCompany, and shall so state therein. (fe) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof; provided further that the letter delivered on the Option Closing Date, if any, should use a “cut-off date” not earlier than the third business day prior to the Option Closing Date. (gf) The “lock-up” agreement executed by the Selling Shareholder letters, each substantially in the form of Exhibit A hereto hereto, between the Representatives and all executive officers and directors of the Company and substantially all of the Company’s securityholders relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter Representatives on or before the date hereof, shall be in full force and effect on the Closing Date. . (g) The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxx LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The respective obligations of the Sellering Shareholder to sell Company, the Shares to the Underwriter Investment Adviser and the obligation Administrator, and the several obligations of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters, hereunder are subject to the condition that the Registration Statement has become effective and at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have become effective prior been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the date hereofCompany’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Company and its subsidiariesCompany, taken as a wholethe Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representative’s reasonable judgment, is material and adverse and that makes it, in your the Representative’s reasonable judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall also have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder Investment Adviser, to the effect that the representations and warranties of the Selling Shareholder Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder Investment Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing Underwriters shall also have received on the Closing Date a certificate, dated the Closing Date and delivering such certificates may rely upon signed by an authorized person of the best Administrator, to the effect that the representations and warranties of his the Administrator contained in this Agreement are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the conditions on its part to be performed or her knowledge as to proceedings threatenedsatisfied hereunder on or before the Closing Date. (c) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company, to the effect that such officer has reviewed the estimates of the Company’s NAV per share of common stock as of March 31, 2016 appearing in the Time of Sale Prospectus and the Prospectus and as of the date hereof, based on such officer’s familiarity with the Company’s accounting, operations and records systems, (i) such estimates were made in good faith and are based on the most recently available records of the Company, and to the best of such officer’s knowledge represent a reasonable range of the Company’s NAV per share of common stock as of March 31, 2016, and (ii) such officer is not aware of anything that would reasonably be expected to cause the estimates described in such certificate to differ in any material respect from the final unaudited NAV information to be set forth on the Company’s website. (d) Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be performed hereunder on or prior to the Closing Date. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx XxxxxxDechert LLP, Esq. (“Xxxxxx”), general counsel for the Company, the Investment Adviser and the Administrator, dated the Closing Date, to the effect set forth substantially in Annex the form of Exhibit A hereto. (df) The Underwriter Underwriters shall have received on the Closing Date an the favorable opinion of Xxxxxx Xxxxx Xxxxxxxx Mxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Fxxxxxxx LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, and covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above Underwriters shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinreasonably request. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent registered public accountantsaccountants (“KPMG”), containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder in the form Underwriters shall have received, on each of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force hereof and effect on the Closing Date, “agreed-upon procedures letters” dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from KPMG, containing statements and information of the type ordinarily included in such letters with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (i) All filings, applications and proceedings taken by the Company, the Investment Adviser and the Administrator in connection with the registration of the Shares under the Securities Act and the applicable Rules and Regulations shall be satisfactory in form and substance to the Representative and counsel for the Underwriters. (j) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser as a registered investment adviser under the Advisers Act. (k) The Shares shall have been approved for trading on the NYSE, subject to notice of issuance, and satisfactory evidence of such actions shall have been provided to the Representative. (l) The Underwriters shall have obtained a No Objections Letter from FINRA regarding the fairness and reasonableness of the Underwriting terms and arrangements. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the Company, the Investment Adviser and the Administrator, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares, and officers’ certificates to the effect set forth in Section 6(b), opinions of Dechert LLP to the effect set forth in Section 6(d), and comfort letters and agreed-upon procedures letters of KPMG to the effect set forth in Section 6(f) and Section 6(g), respectively, except that such certificates, opinions and letters shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 4:00 p.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a wholeCompany, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with complied, in all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificatematerial respects, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxCxxxxx Godward LLP, Esq. (“Xxxxxx”), general outside counsel for the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with requisite corporate power to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each state of the United States in which the Company is required to be so qualified and in which the Company maintains an office, has employees or owns or leases property, except where the failure to be so qualified would not have a material adverse effect on the Company; (ii) the authorized, issued and outstanding capital stock of the Company was as set forth in Annex the Prospectus in the table on an actual basis under the caption “Capitalization” as of the date stated therein and such shares have been duly and validly authorized and issued and are fully paid and nonassessable; (iii) the Shares have been duly authorized and, when issued and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; (iv) the holders of outstanding shares of capital stock of the Company are not entitled to preemptive rights or, to such counsel’s knowledge, rights of first refusal or other similar rights to subscribe for the Shares; (v) to such counsel’s knowledge, there is (i) no action, suit or proceeding by or before any court or other governmental agency, authority or body or any arbitrator pending or overtly threatened against the Company or its properties of a character required to be disclosed in the Prospectus that is not disclosed in the Prospectus as required by the Act and the rules thereunder, and (ii) no indenture, contract, lease, mortgage, deed of trust, note agreement, loan or other agreement or instrument of a character required to be filed as an exhibit to the Registration Statement, that is not filed as required by the Act and the rules thereunder; (vi) the statements in the Prospectus under the headings “Description of Capital Stock” and “Shares Eligible for Future Sale,” and in the Registration Statement in Item 14, insofar as such statements purport to summarize legal matters, agreements or documents discussed therein, fairly present, to the extent required by the Act and the rules thereunder, in all material respects, such legal matters, agreements or documents; (vii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company; (viii) the Company is not, and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended; (ix) no consent, approval, authorization or filing with or order of any court or governmental agency or body in the United States having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act and except such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by the Underwriters in the manner contemplated in this Agreement and in the Prospectus, or under the bylaws, rules and regulations of the NASD; (x) the issue and sale of the Shares pursuant to this Agreement and the execution and delivery of this Agreement will not result in a breach or violation of (i) the charter or bylaws of the Company, (ii) the terms of any Material Contract listed on Exhibit A heretoappended to such counsel’s opinion; or (iii) any statute, law, rule, or regulation that in such counsel’s experience is typically applicable to transactions of the nature contemplated by this Agreement and is applicable to the Company (collectively, “Statutes”), or any order, writ, judgment, injunction, decree, or award that has been entered against the Company and of which such counsel is aware (collectively, “Orders”), except for such breaches or violations of Statutes or Orders as would not, singly or in the aggregate, have a material adverse effect on the Company; and (xi) the Registration Statement and the Prospectus (except as to the financial statements and schedules, related notes and other financial data and statistical data derived therefrom, as to which such counsel need not express any belief) comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Securities and Exchange Commission thereunder. Such opinion letter shall also include a statement that nothing has come to the attention of such counsel that causes such counsel to believe (i) that the Registration Statement (except as to the financial statements and schedules, related notes and other financial data and statistical data derived therefrom, as to which such counsel need not express any belief), at the date and time that the Registration Statement became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) that the Prospectus (except as to the financial statements and schedules, related notes and other financial and statistical data derived therefrom, as to which such counsel need not express any belief) as of its date or the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary, in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsD. Bxxxx Xxxxxx, the “Selling Shareholder Counsel”), internal patent counsel for the Selling ShareholderCompany, dated the Closing Date, Date to the effect set forth in Annex B hereto.that: (ei) The Underwriter shall have received on after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Closing Date an opinion Company is a party or to which any of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request properties of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory is subject that are required to the Underwriter, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained be described in the Registration Statement, Statement or the Time of Sale Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Prospectus; provided Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that the letter delivered on the Closing Date shall use a “cut-off date” are not earlier than the date hereof.described or filed as required; (gii) The “lock-up” agreement executed the Owned Patents are owned by the Selling Shareholder Company free and clear of all liens, encumbrances, defects or other restrictions, except as would not, singly or in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securitiesaggregate, delivered to the Underwriter on or before the date hereof, shall be in full force and have a material adverse effect on the Closing Date. The obligation Company; (iii) after due inquiry, such counsel is unaware of a basis for a finding that the Company does not have clear title to the Owned Patents and has not identified any basis for a finding that any of the Underwriter Owned Patents is invalid or unpatentable; (iv) other than as disclosed in the Prospectus, after due inquiry, such counsel has no reason to purchase Additional Shares hereunder are subject believe that the Company lacks or will be unable to obtain the right to use all Intellectual Property material to the delivery to you on business currently conducted by the applicable Option Closing Date of such documents as you may reasonably request with respect Company or to the good standing manufacture, use or sale of the Company’s presently proposed products, as described in the Prospectus; (v) other than as disclosed in the Prospectus, after due authorization inquiry, such counsel is not aware of any valid and issuance enforceable third party rights to Intellectual Property, including any pending patent claims, that are being or would be infringed by the business currently conducted by the Company or in the manufacture, use, sale, offer for sale or import of the Additional Shares Company’s presently proposed products, as described in the Prospectus; (vi) the statements relating to be sold on such Option Closing Date and other matters related legal matters, documents or proceedings included in the Registration Statement or the Prospectus under the captions “Risk Factors—If some or all of our patents expire, are invalidated or are unenforceable, or if some or all of our patent applications do not yield issued patents....”, “Risk Factors—Third-Party claims of intellectual property infringement would require us to the issuance of such Additional Shares.spend significant time and

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement and the ADR Registration Statement each shall have become effective prior to not later than 10:00 a.m. (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgmentthe judgment of the Global Coordinator, is material and adverse and that makes it, in your judgmentthe judgment of the Global Coordinator, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer Attorney-in-Fact of the Selling Shareholder Shareholders, to the effect that the representations and warranties of the Selling Shareholder Shareholders contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has Shareholders have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (cd) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxXxxxxx and Calder Asia, Esq. (“Xxxxxx”), general outside Cayman Islands counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto.Exhibit B. (de) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsLLP, the “Selling Shareholder Counsel”), outside U.S. counsel for the Selling ShareholderCompany, dated the Closing Date, to the effect set forth in Annex B hereto.Exhibit C. (ef) The Underwriter Underwriters shall have received on the Closing Date, an opinion of King & Wood, outside PRC counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit D. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, U.S. counsel for the UnderwriterSelling Shareholders, dated the Closing Date, covering to the effect set forth in Exhibit E-1. (h) The Underwriters shall have received on the Closing Date opinions of: (i) Xxxxxx and Calder, counsel for Infotech Ventures Cayman Company Limited, dated the Closing Date, to the effect set forth in Exhibit E-2. (ii) Xxxxxx and Xxxxxx, counsel for Z&D Asset Management Ltd., Spring River Investment Inc., Palio Management Group Co. Ltd., Vimicro Beijing Corporation, Vimicro Shanghai Corporation, Vimicro Tianjin Corporation and Vimicro Shenzhen Corporation, dated the Closing Date, to the effect set forth in Exhibit E-3. (iii) Xxxxxx Westwood & Riegels, counsel for Capital Group Resources Limited, dated the Closing Date, to the effect set forth in Exhibit E-4. (iv) Xxxxxxxx, Xxxxx & Xxxxx, LLP, counsel for the Hsia Revocable Trust of Xxxxxx Xxxx and Xxxxxxxx Xxxx, dated the Closing Date, to the effect set forth in Exhibit E-5. (v) Arculli Fong & Ng, counsel for Great Venture International Limited, Xxxxx New Enterprises Co., Limited, Xxxx Xxxx Lok and Xx. Xxx Xxxx Xxxxx Xxxx, dated the Closing Date to the effect set forth in Exhibit E-6. (vi) Xx. Xxxxxxxx RC Uteem, counsel for Power Pacific (Mauritius) Limited, dated the Closing Date, to the effect set forth in Exhibit E-7. (vii) Counsel for Pioneer Leader Trading Limited and Printout Technology Limited, dated the Closing Date, to the effect set forth in Exhibit E-8. (i) The Underwriters shall have received on the Closing Date an opinion of Commerce & Finance Law Offices, PRC counsel for the Underwriters, dated the Closing Date, to the effect set forth in Exhibit F. (j) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, United States counsel for the Underwriters, dated the Closing Date, to the effect set forth in Exhibit G. (k) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxx, Xxxxxxx & Associates LLP, counsel for the Depositary, dated the Closing Date, to the effect set forth in Exhibit H. In rendering their opinion, Xxxxxx & Xxxxxxx LLP may rely upon an opinion or opinions of counsel for any of the Selling Shareholders and, with respect to factual matters and to the extent such matters as requested by counsel deems appropriate, upon the Underwriterrepresentations of each Selling Shareholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Shareholder and in other documents and instruments; provided that (A) each such counsel for the Selling Shareholders is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) Xxxxxx & Xxxxxxx LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions of Xxxxxx and Selling Shareholder Counsel Calder Asia, Xxxxxx & Xxxxxxx LLP, Xxxx & Xxxx and Xxxxxxx, Xxxxxxx & Associates LLP described in Section 6(c6(d), 6(e), 6(g), 6(f) and 6(d6(k) above (and any opinions of counsel for any Selling Shareholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderShareholders, as the case may be, and shall so state therein. (fl) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPPricewaterhouseCoopers, independent registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gm) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between the Global Coordinator and each of the shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock Ordinary Shares or certain other securities, delivered to the Underwriter Global Coordinator on or before the date hereof, shall be in full force and effect on the Closing Date. (n) The American Depositary Shares shall have been approved for listing on Nasdaq, subject only to official notice of issuance. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Global Coordinator on the applicable Option Closing Date of such documents as you the Global Coordinator may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The several obligations of the Sellering Shareholder to sell the Shares to the Underwriter and the obligation of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters are subject to the condition that the Registration Statement shall have become effective prior to the date hereof. The obligation of the Underwriter is subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1i) a certificate, dated the Closing Date and signed by an executive officer the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date Date; and (2ii) a certificatecertificate of the Selling Shareholder or Attorney-in-Fact therefor, as applicable, dated the Closing Date and signed by an executive officer of the Selling Shareholder Date, to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before to the Closing Date. (c) The Underwriters shall have received at the time of execution of this Agreement and on the Closing Date a certificate of the Chief Financial Officer of the Company, dated as of such respective date, in form and substance satisfactory to the Underwriters. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (cd) The Underwriter Underwriters shall have received on the Closing Date opinions and a negative assurance letter of Xxxxxxxx & Xxxxx LLP, outside U.S. counsel for the Company and the Selling Shareholder, dated the Closing Date, in form and substance satisfactory to the Representatives. (e) The Underwriters shall have received on the Closing Date opinions of Xxxxxx & Xxxxxxxxx X.X., outside Luxembourg counsel for the Company and the Selling Shareholder, dated the Closing Date, in form and substance satisfactory to the Representatives. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Souza, Cescon, Barrieu, & Xxxxxx Advogados, outside Brazilian counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Representatives. (g) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel for the Underwriters, dated the Closing Date, with respect to such matters as the Representatives may require and in form and substance satisfactory to the Representatives, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (h) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Lefosse Advogados, Brazilian counsel for the Underwriters, dated the Closing Date, with respect to such matters as the Representatives may require and in form and substance satisfactory to the Representatives, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (i) The Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxNautaDutilh Avocats Luxembourg S.à x.x., Esq. (“Xxxxxx”), general Luxembourg counsel for the CompanyUnderwriters, dated the Closing Date, with respect to such matters as the Representatives may require and in form and substance satisfactory to the effect set forth in Annex A heretoRepresentatives, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (dj) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPErnst & Young Auditores Independentes S.S., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gk) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and the Selling Shareholder, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (l) The obligation Shares are listed on the New York Stock Exchange. (m) FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the Underwriter underwriting terms and arrangements relating to the offering of the Shares. (n) The several obligations of the Underwriters to subscribe for and purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by the Chief Executive Officer or the Chief Financial Officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) a certificate, dated the Option Closing Date and signed by the Selling Shareholder or the Attorney-in-Fact therefor, as applicable, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (iii) opinions of Xxxxxxxx & Xxxxx LLP, outside U.S. counsel for the Company and the Selling Shareholder, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) opinions of Xxxxxx & Xxxxxxxxx X.X., outside Luxembourg for the Company and the Selling Shareholder, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) an opinion of Souza, Cescon, Barrieu, & Xxxxxx Advogados, outside Brazilian counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (vi) an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(g) hereof; (vii) an opinion of Lefosse Advogados, Brazilian counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(h) hereof; (viii) an opinion of NautaDutilh Avocats Luxembourg S.à x.x., Luxembourg counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(i) hereof; (ix) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young Auditores Independentes S.S., independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(j) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (x) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The respective obligations of the Sellering Shareholder to sell Company, the Shares to the Underwriter Investment Adviser and the obligation Administrator, and the obligations of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriter, hereunder are subject to the condition that the Registration Statement has become effective and at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have become effective prior been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the date hereofCompany’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriter. The obligation obligations of the Underwriter is are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Company and its subsidiariesCompany, taken as a wholethe Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Underwriter’s reasonable judgment, is material and adverse and that makes it, in your the Underwriter’s reasonable judgment, impracticable to market the Shares Notes on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The Underwriter shall also have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder Investment Adviser, to the effect that the representations and warranties of the Selling Shareholder Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder Investment Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall also have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Companya certificate, dated the Closing DateDate and signed by an authorized person of the Administrator, to the effect set forth that the representations and warranties of the Administrator contained in Annex A heretothis Agreement are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be performed hereunder on or prior to the Closing Date. (d) The Underwriter shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Dechert LLP, counsel for the Selling ShareholderCompany, the Investment Adviser and the Administrator, dated the Closing Date, to the effect set forth substantially in Annex B the form of Exhibit A hereto. (e) The Underwriter shall have received on the Closing Date an the favorable opinion of Xxxxxx Xxxxxx Mxxxxxxx & Xxxxxxx Fxxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, and covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinreasonably request. (f) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from PricewaterhouseCoopers KPMG LLP, independent registered public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreement executed All filings, applications and proceedings taken by the Selling Shareholder Company, the Investment Adviser and the Administrator in connection with the registration of the Notes under the Securities Act and the applicable Rules and Regulations shall be satisfactory in form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered substance to the Underwriter on and its counsel. (h) No action, suit, proceeding, inquiry or before investigation shall have been instituted or threatened by the date hereof, Commission which would adversely affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser as a registered investment adviser under the Advisers Act. (i) The Company shall be in full force and effect have applied to have the Notes listed for trading on the Closing DateNYSE. (j) The Underwriter shall have obtained a No Objections Letter from FINRA regarding the fairness and reasonableness of the underwriting terms and arrangements. The obligation of the Underwriter to purchase Additional Shares Notes hereunder are is subject to the delivery to you the Underwriter on the applicable Option Closing Date of such documents as you the Underwriter may reasonably request with respect to the good standing of the Company, the Investment Adviser and the Administrator, the due authorization and issuance of the Additional Shares Notes to be sold on such Option Closing Date and other matters related to the issuance of such Additional SharesNotes, and officers’ certificates to the effect set forth in Section 6(b), opinions of Dechert LLP to the effect set forth in Section 6(d), and comfort letters of KPMG LLP to the effect set forth in Section 6(f), except that such certificates, opinions and comfort letters shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [3:00 p.m.], New York City time, on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) To the extent that the Company or any of its subsidiaries has any securities that are accorded rating by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) under the Exchange Act (the “Rated Securities”), there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities ActRated Securities; and (ii) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied in all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and 10b-5 letter of W. Xxxxxxxx XxxxxxXxxxxx & Xxxxxxx LLP, Esq. outside counsel for the Company, dated the Closing Date, substantially in the form of Annex A and Annex B, respectively. (“Xxxxxx”)d) The Underwriters shall have received on the Closing Date an opinion and 10b-5 letter of Xxxxxxx Xxxxx, general counsel for the Company, dated the Closing Date, to substantially in the effect set forth in form of Annex A heretoC and Annex D, respectively. (de) The Underwriter Underwriters shall have received on the Closing Date an opinion and 10b-5 letter of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)LLP, counsel for the Selling ShareholderShareholders, dated the Closing Date, to substantially in the effect set forth in form of Annex B heretoE and Annex F, respectively. (ef) The Underwriter Underwriters shall have received on the Closing Date an opinion and 10b-5 letter of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering in a form reasonably satisfactory to the Underwriters. With respect to their respective 10b-5 letters, Xxxxxx & Xxxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to its opinion in Annex D, Xxxxxx & Xxxxxxx LLP may rely upon an opinion or opinions of counsel for any Selling Shareholders and, with respect to factual matters and to the extent such matters as requested by counsel deems appropriate, upon the Underwriterrepresentations of each Selling Shareholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Shareholder and in other documents and instruments; provided that (A) each such counsel for the Selling Shareholders is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) Xxxxxx & Xxxxxxx LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions of Xxxxxx and Selling Shareholder Counsel & Xxxxxxx LLP described in Section Sections 6(c) and 6(d6(e) above (and any opinions of counsel for any Selling Shareholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderShareholders, as the case may be, and shall so state therein. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers each of KPMG LLP and Xxxxxxx & Company LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The respective obligations of the Sellering Shareholder to sell Company, the Shares to the Underwriter Investment Adviser and the obligation Administrator, and the several obligations of the Underwriter to purchase and pay for the Shares on the Closing Date Underwriters, hereunder are subject to the condition that at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have become effective prior been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the date hereofCompany’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the prospects, earnings, business or operations of the Company and its subsidiariesCompany, taken as a wholethe Investment Adviser or the Administrator, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your the Representative’s reasonable judgment, is material and adverse and that makes it, in your the Representative’s reasonable judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The Underwriters shall also have received on the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder Investment Adviser, to the effect that the representations and warranties of the Selling Shareholder Investment Adviser contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder Investment Adviser has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers signing Underwriters shall also have received on the Closing Date a certificate, dated the Closing Date and delivering such certificates may rely upon signed by an authorized person of the best Administrator, to the effect that the representations and warranties of his the Administrator contained in this Agreement are true and correct as of the Closing Date and that the Administrator has complied with all of the agreements and satisfied all of the conditions on its part to be performed or her knowledge as to proceedings threatenedsatisfied hereunder on or before the Closing Date. (c) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company, to the effect that such officer has reviewed (i) the estimates of the Company’s NAV per share of common stock as of March 31, 2017 appearing in the Time of Sale Prospectus and the Prospectus and as of the date hereof, and (ii) the financial information described in paragraph (h) of this Section 6, and based on such officer’s familiarity with the Company’s accounting, operations and records systems, such estimates and disclosures were made in good faith and are based on the most recently available records of the Company, and, with respect to the estimates of the Company’s NAV per share of common stock as of March 31, 2017, to the best of such officer’s knowledge represent a reasonable estimated range of the Company’s NAV per share of common stock as of March 31, 2017. (d) Each of the Investment Adviser, the Administrator and the Company shall have performed all of its respective obligations to be performed hereunder on or prior to the Closing Date. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of W. Xxxxxxxx XxxxxxDechert LLP, Esq. (“Xxxxxx”), general counsel for the Company, the Investment Adviser and the Administrator, dated the Closing Date, to the effect set forth substantially in Annex the form of Exhibit A hereto. (df) The Underwriter Underwriters shall have received on the Closing Date an the favorable opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Xxxxxxxx LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, dated the Closing Date, and covering such matters as requested by the Underwriter. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(c) and 6(d) above Underwriters shall be rendered to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinreasonably request. (fg) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers KPMG LLP, independent registered public accountantsaccountants (“KPMG”), containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gh) The “lock-up” agreement executed by the Selling Shareholder in the form of Exhibit A hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securitiesUnderwriters shall have received, delivered to the Underwriter on or before the date hereof, an “agreed-upon procedures letter” dated the date hereof, in form and substance satisfactory to the Underwriters, from KPMG, containing statements and information of the type ordinarily included in such letters with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (i) All filings, applications and proceedings taken by the Company, the Investment Adviser and the Administrator in connection with the registration of the Shares under the Securities Act and the applicable Rules and Regulations shall be satisfactory in full force form and effect substance to the Representative and counsel for the Underwriters. (j) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Company’s standing as a registered investment company under the Investment Company Act or the standing of the Investment Adviser as a registered investment adviser under the Advisers Act. (k) The Shares shall have been approved for trading on the Closing DateNYSE, subject to notice of issuance, and satisfactory evidence of such actions shall have been provided to the Representative. (l) The Underwriters shall have obtained a No Objections Letter from FINRA regarding the fairness and reasonableness of the Underwriting terms and arrangements. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the Company, the Investment Adviser and the Administrator, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares, and officers’ certificates to the effect set forth in Section 6(b), opinions of Dechert LLP to the effect set forth in Section 6(e), and comfort letters and agreed-upon procedures letters of KPMG to the effect set forth in Section 6(g) and Section 6(h), respectively, except that such certificates, opinions and letters shall be dated as of the applicable Option Closing Date and statements and opinions above contemplated to be given as of the Closing Date shall instead be made and given as of such Option Closing Date.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on each of the Closing Date or the applicable Option Closing Date, as the case may be, are subject to the condition that the Registration Statement shall have become effective prior to not later than (New York City time) on the date hereof, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) The respective representations and warranties of the Company contained herein shall be true and correct and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (iiiii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, properties, management, shareholders’ equity, prospects or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx, Esq. (“Xxxxxx”), general counsel for the Company, dated the Closing Date, to the effect set forth in Annex A hereto. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter Xxxxxx, P.C. (such firm or firms, the “Selling Shareholder CounselXxxxxx Xxxxxxx”), outside counsel for the Selling ShareholderCompany, dated the Closing Date, in form and substance reasonably satisfactory to the effect set forth Representatives. (d) The Underwriters shall have received on the Closing Date (i) an opinion and (ii) a negative assurance letter of Xxxxxxx Procter LLP, counsel for the Underwriters, dated the Closing Date, in Annex B heretoform and substance reasonably satisfactory to the Representatives. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Xxxxx Xxxxx & Xxxxxxx LLPCo., special Israel counsel for the UnderwriterCompany, dated the Closing Date, covering such matters as requested by the Underwriter. The opinions of Xxxxxx in form and Selling Shareholder Counsel described in Section 6(c) and 6(d) above shall be rendered substance reasonably satisfactory to the Underwriter at the request of the Company or the Selling Shareholder, as the case may be, and shall so state thereinRepresentatives. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterRepresentatives, from PricewaterhouseCoopers LLPE&Y, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-uplock‑up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (h) The obligation Underwriters shall have received, on the date hereof and the Closing Date, a certificate of the Underwriter principal financial officer dated the date hereof, in form and substance satisfactory to the Underwriters, containing statements and information with respect to certain information contained in the Time of Sale Prospectus and the Prospectus. (i) On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. (j) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion of Xxxxxx Xxxxxxx dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof; (iii) an opinion of Xxxxxxx Procter LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from E&Y, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Sellers to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [•] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter representations and warranties of the Company and the Selling Shareholders contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Option Closing Date, as the case may be; and the statements of the Company and its officers and the Selling Shareholder made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Option Closing Date, as the case may be. (c) The Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (cd) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate, in form and substance satisfactory to the Underwriters, dated as of the date hereof or as of the Closing Date, as applicable, and signed by the chief financial officer of the Company. (e) The Underwriters shall have received on the Closing Date an opinion and 10b-5 statement of DLA Piper LLP (US), outside counsel for the Company, dated the Closing Date, in a form agreed upon by such counsel and the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx Xxxxxx[•], Esq. (“Xxxxxx”), general counsel for the CompanySelling Shareholders, dated the Closing Date, to in a form agreed upon by such counsel and the effect set forth in Annex A heretoUnderwriters. (dg) The Underwriter Underwriters shall have received on the Closing Date an opinion and 10b-5 statement of Xxxxxx Xxxxx Xxxxxxxx Ropes & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”)Xxxx LLP, counsel for the Selling ShareholderUnderwriters, dated the Closing Date, in a form agreed upon by such counsel and the Underwriters. With respect to the effect set forth 10b-5 statements in Annex B hereto. Sections 6(e) and 6(g), DLA Piper LLP (eUS) The Underwriter shall have received on and Ropes & Xxxx LLP may state that their opinions and beliefs are based upon their participation in the Closing Date an opinion preparation of Xxxxxx Xxxxxx & Xxxxxxx LLPthe Registration Statement, counsel for the UnderwriterTime of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, dated the Closing Datebut are without independent check or verification, covering such matters except as requested by the Underwriterspecified. The opinions of Xxxxxx DLA Piper LLP (US) and Ropes & Xxxx described in Sections 6(e) and 6(g) above (and any opinions of counsel for any Selling Shareholder Counsel described referred to in Section 6(cthe immediately preceding paragraph) and 6(d) above shall be rendered to the Underwriter Underwriters at the request of the Company or one or more of the Selling ShareholderShareholders, as the case may be, and shall so state therein. (fh) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gi) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. . (j) The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of: (i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date; (ii) an opinion and 10b-5 statement of DLA Piper LLP (US), outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and 10b-5 statement required by Section 6(e) hereof; (iii) an opinion of [•], outside counsel for the Selling Shareholders, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (iv) an opinion and 10b-5 statement of Ropes & Xxxx, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and 10b-5 statement required by Section 6(g) hereof; (v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(h) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than [●] (New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding amendments or supplements thereto) as of the date of this Agreement that, in your judgmentthe judgment of the Representative, is material and adverse and that makes it, in your judgmentthe judgment of the Representative, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) Prior to and on the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall have been instituted or shall be contemplated by the Commission. (c) The Underwriter representations and warranties of the Company and the Controlling Shareholder contained in this Agreement and any certificates delivered pursuant to this Agreement shall be true and correct as of the Closing Date, and each of the Company and the Controlling Shareholder shall have complied with all of the agreements, performed all of its obligations and satisfied all of the conditions hereunder on its part that are required to be complied with, performed or satisfied on or before the Closing Date. (d) The Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company and the Controlling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificate, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (ce) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Financial Officer of the Company with respect to certain operating data contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus in form and substance satisfactory to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion of W. Xxxxxxxx XxxxxxCadwalader, Esq. (“Xxxxxx”)Wxxxxxxxxx & Txxx LLP, general United States counsel for the Company, dated the Closing Date, to substantially in the effect set forth in Annex form of Exhibit A hereto. (dg) The Underwriter Underwriters shall have received on the Closing Date an opinion of Lxxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and/or another firm satisfactory to the Underwriter (such firm or firmsCxxxxxx, the “Selling Shareholder Counsel”), State of Nevada counsel for the Selling ShareholderCompany, dated the Closing Date, to substantially in the effect set forth in Annex form of Exhibit B hereto. (eh) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx Mxxxxx & Xxxxxxx LLPCalder, the British Virgin Islands counsel for the UnderwriterCompany, dated the Closing Date, covering such matters as requested by substantially in the Underwriterform of Exhibit C hereto. (i) The Underwriters shall have received on the Closing Date an opinion of C&I Partners, PRC counsel for the Company, dated the Closing Date, substantially in the form of Exhibit D hereto. The opinions of Xxxxxx and Selling Shareholder Counsel described in Section 6(cSections 5(f) and 6(dthrough 5(i) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (fj) The Underwriter Underwriters shall have received on the Closing Date an opinion of Shearman & Sterling LLP, United States counsel for the Underwriters, dated the Closing Date, in the form and substance satisfactory to the Representative. (k) The Underwriters shall have received on the Closing Date an opinion of King & Wood, PRC counsel for the Underwriters, dated the Closing Date, in the form and substance satisfactory to the Representative (l) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers LLPKPMG and Hxxxxx, Xxxxxxx & Mxxxxxx, P.C., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered by KPMG on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (gm) The “lock-up” agreement executed by the Selling Shareholder agreements, each substantially in the form of Exhibit A hereto E hereto, between the Representative and certain shareholders, and officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter Representative on or before the date hereof, shall be in full force and effect on the Closing Date. (n) The FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. (o) The Company shall have furnished to the Representative such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Time of Sale Prospectus and the Prospectus as of the Closing Date, as the Representative may reasonably request. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you the Representative on the applicable Option Closing Date of such documents as you the Representative may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

Conditions to the Underwriters’ Obligations. The obligations of the Sellering Shareholder Company to sell the Shares to the Underwriter Underwriters and the obligation several obligations of the Underwriter Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective prior to not later than 5:00 p.m.(New York City time) on the date hereof. The obligation several obligations of the Underwriter is Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization,” " as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving reasonably likely to result in a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding exclusive of any amendments or supplements thereto) as of thereto subsequent to the date of this Agreement Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter Underwriters shall have received on the Closing Date (1) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Section 1 of this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements agreements, and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (2) a certificateconditions, dated the Closing Date and signed by an executive officer of the Selling Shareholder to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officers officer signing and delivering such certificates certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion of W. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Esq. A Professional Corporation (“Xxxxxx”), general "Xxxxxx Xxxxxxx") outside counsel for the Company, dated the Closing Date, to the effect set forth that: (i) the Company has been duly incorporated, is validly existing as a corporation in Annex A heretogood standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company; (ii) to such counsel's knowledge, the Company does not own or control, directly or indirectly, any interest in any other corporation, association or other business entity; (iii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (iv) the shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable; (v) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights; (vi) to the knowledge of such counsel, there is no legal or beneficial owner of any securities of the Company who has any rights, not effectively satisfied or waived, to require registration of any shares of capital stock of the Company in connection with the filing of the Registration Statement; (vii) this Agreement has been duly authorized, executed and delivered by the Company; (viii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company that is material to the Company or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares; (ix) the statements (A) in the Prospectus under the captions "Management - Employee Benefit Plans," "Certain Transactions," "Description of Capital Stock" and "Underwriters" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (x) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company is a party or to which any of the properties of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (xi) the Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (xii) to the best of such counsel's knowledge: (I) the Registration Statement has become effective under the Securities Act, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Securities Act, and (II) any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by such Rule 424(b); (xiii) such counsel (A) is of the opinion that the Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data derived therefrom as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (B) has no reason to believe that (except for financial statements and schedules and other financial and statistical data derived therefrom as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (C) has no reason to believe that (except for financial statements and schedules and other financial and statistical data derived therefrom as to which such counsel need not express any belief) the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxxx, LLP and/or another firm satisfactory to the Underwriter (such firm or firms, the “Selling Shareholder Counsel”"Xxxxxxxxx Xxxxxxx"), counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Annex B hereto. (e) The Underwriter shall have received on the Closing Date an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the UnderwriterUnderwriters, dated the Closing Date, covering such the matters referred to in Sections 5(c)(v), 5(c)(vii), 5(c)(ix) (but only as requested by to the Underwriterstatements in the Prospectus under "Description of Capital Stock" and "Underwriters") and 5(c)(xiii) above. With respect to Section 5(c)(xiii) above, Xxxxxx Xxxxxxx and Xxxxxxxxx Xxxxxxx may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions opinion of Xxxxxx and Selling Shareholder Counsel Xxxxxxx described in Section 6(c) and 6(d5(c) above shall be rendered to the Underwriter Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein. (f) The Underwriter Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the UnderwriterUnderwriters, from PricewaterhouseCoopers Pricewaterhouse Coopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a “"cut-off date” " not earlier than the date hereof. (g) The “"lock-up” agreement executed by the Selling Shareholder " agreements, each substantially in the form of Exhibit A hereto hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriter you on or before the date hereof, shall be in full force and effect on the Closing Date. The obligation several obligations of the Underwriter Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such the Additional Shares.