Common use of Covenants of the Company and Selling Stockholders Clause in Contracts

Covenants of the Company and Selling Stockholders. (A) The Company covenants with each Underwriter and the Selling Stockholders as follows: (a) To furnish to you, without charge, two (2) signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(A)(e) or 7(A)(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Underwriters may reasonably request. (b) Before amending or supplementing the Registration Statement (including by way of post-effective amendment), the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission any prospectus required to be filed pursuant to Rule 424(b) under the Securities Act within the applicable period specified by such rule or a post-effective amendment required to be filed under the Securities Act. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser be misleading, the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Shares, in the opinion of counsel for the Underwriter, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws or Canadian provincial securities laws (or other foreign laws) of such jurisdictions as you shall reasonably request, and to comply with and continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction in which it is now so subject. The Company will advise the Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment. (h) To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder. (i) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 3. (j) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriters (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated as of the Closing Date, in a form reasonably acceptable to the Underwriters and in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2). (k) To comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis with the Commission and The NASDAQ Stock Market LLC all reports and documents required to be filed under the Exchange Act. (l) To apply the net proceeds from the sale of the Shares sold by it in the manner described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (m) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. (B) Each Selling Stockholder further covenants and agrees with each Underwriter: (a) Such Selling Stockholder will advise the Underwriter promptly during the period when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any new material information relating to the Selling Stockholder Information of such Selling Stockholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus that comes to the attention of such Selling Stockholder. (b) Such Selling Stockholder will deliver to the Representatives, on or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and such Selling Stockholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certification.

Covenants of the Company and Selling Stockholders. (Aa) The Company covenants and agrees with each Underwriter and the Selling Stockholders as followsUnderwriters that: (ai) To furnish The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b) or Rule 434, the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to youRule 424(b) within the prescribed time period and will provide evidence satisfactory to the Lead Manager of such timely filing. If the Company elects to rely on Rule 434, without chargethe Company will prepare and file a term sheet that complies with the requirements of Rule 434, two and the Prospectus shall not be "materially different" (2as such term is used in Rule 434) signed copies from the Prospectus included in the Registration Statement at the time it became effective. (i) when the Registration Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) after the Company receives notice of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy or any post-effective amendment thereto or of the Registration Statement initiation, or the threatening, of any proceedings therefor, it being understood that the Company shall make every effort to avoid the issuance of any such stop order, (without exhibits theretovi) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(A)(e) or 7(A)(f) below, as many copies of the Time receipt of Sale Prospectusany comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Prospectus and Company will make every reasonable effort to prevent the issuance of any supplements and amendments thereto or such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company will not file any amendment to the Registration Statement as the Underwriters may reasonably request. (b) Before amending or supplementing the Registration Statement (including by way any amendment of post-effective amendment), the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission any Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) under or Rule 434) that differs from the Securities Act within prospectus on file at the applicable period specified by such rule or a post-effective amendment required to be filed under the Securities Act. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf time of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (e) If the Time effectiveness of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser be misleading, the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Shares, in the opinion of counsel for the Underwriter, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws or Canadian provincial securities laws (or other foreign laws) of such jurisdictions as you Lead Manager shall reasonably request, and to comply with and continue such qualifications, registrations and exemptions object in effect so long as required for the distribution of the Shares; provided, that writing after being timely furnished in no event shall the Company be obligated to qualify to do business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction in which it is now so subjectadvance a copy thereof. The Company will advise provide the Underwriters promptly Lead Manager with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, Lead Manager a reasonable opportunity to review and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentcomment thereon. (h) To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder. (i) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 3. (j) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriters (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated as of the Closing Date, in a form reasonably acceptable to the Underwriters and in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2). (k) To The Company shall comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by in this Agreement, the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period If at any time when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis in connection with the Commission and The NASDAQ Stock Market LLC all reports and documents required to be filed under the Exchange Act. (l) To apply the net proceeds from the sale sales of the Shares sold by it in the manner described under the caption “Use of Proceeds” in the Registration StatementShares, the Time of Sale Prospectus and the Prospectus. (m) If at any time following the distribution of any Written Testing-the-Waters Communication there event shall have occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included the Prospectus as then amended or would supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omitted or would omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timethe time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement the Company will notify you promptly notify and prepare and file with the Underwriters Commission, subject to Section 5(a) hereof, an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead Manager) which will correct such statement or omission and will promptly amend or supplement, such Written Testing-the-Waters Communication use its commercially reasonable efforts to eliminate or correct such untrue statement or omissionhave any amendment to the Registration Statement declared effective as soon as possible. (Biii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement and all amendments of and supplements to such documents, if any as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its commercially reasonable efforts, in cooperation with the Lead Manager, at or prior to the time of effectiveness of the Registration Statement, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Lead Manager may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vi) The Company will make generally available to its security holders and to the Underwriters as soon as practicable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period beginning on the date of the Prospectus and ending 90 days after the date of the Prospectus, without the prior written consent of the Lead Manager, the Company (i) except pursuant to employee stock option, incentive or SAR plans in effect on the date hereof, or other options granted to the Company's directors, will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. The Company will obtain an undertaking in substantially the form of Annex IV hereto of each of its directors and the officers listed on Schedule III attached hereto and the Selling Stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on its own behalf, other than the sale of Shares as contemplated by this Agreement and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof, (ii) the exercise of currently outstanding options, (iii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option or incentive plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus, and (iv) sales pursuant to currently existing 10b5-1 trading plans. During the period beginning on the date of the Prospectus and ending 90 days after the date of the Prospectus, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any security holder of the Company, except for registration statements on Form S-8 relating to employee benefit plans or stock incentive plans described in the Registration Statement and Prospectus. Notwithstanding anything to the contrary contained in this Section 5(viii), the Selling Stockholders are permitted to sell Additional Shares to the Underwriters in accordance with this Agreement. (viii) During the period beginning on the effective date of the Registration Statement and ending on the fourth anniversary of such date, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you (i) as soon as they are available, copies of any reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) If all or any portion of the Shares are not already listed for quotation on the Nasdaq, the Company will use its commercially reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the shares on the Nasdaq or the NYSE. (x) The Company, during the period when the Prospectus is required to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Securities Act and the Rules and Regulations within the time periods required thereby. (xi) The Company will use its commercially reasonable efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xii) The Company will not take, and will cause its affiliates (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which would constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (b) Each Selling Stockholder further covenants and agrees with each UnderwriterUnderwriter to: (ai) Such Selling Stockholder will advise the Underwriter promptly during the period when a prospectus relating Deliver to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any new material information relating Representatives prior to the Selling Stockholder Information of Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if such Selling Stockholder is a non-United States Person) or Form W-9 (if such Selling Stockholder is a United States Person); (ii) Promptly notify the Company and the Lead Manager if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Lead Manager, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the Time statements therein, in light of Sale Prospectus or the Prospectus that comes circumstances under which they were made, not misleading; (iii) Cooperate to the attention extent reasonably necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) Pay or cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder.; and (bv) Such Selling Stockholder will deliver Deliver to the Representatives, Lead Manager on or prior to the date of execution of this AgreementAgreement the lock-up agreement referenced in Section 7(e) hereof, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and such Selling Stockholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certificationis applicable.

Covenants of the Company and Selling Stockholders. (Aa) The Company covenants with each Underwriter and the Selling Stockholders as follows: (ai) To furnish to you, without charge, two (2) signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(A)(e) or 7(A)(f) below, as many copies of the Time of Sale Prospectus, prepare the Prospectus and any supplements and amendments thereto or to in a form approved by the Registration Statement as the Underwriters may reasonably request. (b) Before amending or supplementing the Registration Statement (including by way of post-effective amendment), the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, Representative and to file with the Commission any prospectus required to be filed such Prospectus pursuant to Rule 424(b) under the Securities Act within not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or Prospectus which shall be disapproved by the Representative promptly after reasonable notice thereof, provided, however, in no event shall the Company be prohibited from making a filing, which, upon the advice of its outside counsel, it needs to make in order to comply with applicable period specified by such rule laws; to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or a post-becomes effective amendment or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representative with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed under the Securities Act. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(dSections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or prospectus or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal of such order. (ii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act a free writing prospectus prepared by or on behalf the Securities Act Regulations in connection with the Offering of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and Shares, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist occurs as a result of which the Time Prospectus as then amended or supplemented would include any untrue statement of Sale Prospectus conflicts with a material fact or omit to state any material fact necessary to make the information contained statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable lawthe Securities Act or the Securities Act Regulations, forthwith to prepare, the Company promptly will prepare and file with the Commission and furnishCommission, at its own the Company’s expense, an amendment or supplement which will correct such statement or omission or effect such compliance and will use its reasonable best efforts to cause the Underwriters and same to become effective as soon as possible; and, in case any dealer Underwriter is required to deliver a prospectus after such time, the Company upon request, either amendments or supplements to but at the Time expense of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser be misleading, the Time of Sale Prospectus, as amended or supplementedsuch Underwriter, will no longer conflict with promptly prepare such amendment or amendments to the Registration Statement and such Prospectus or so that Prospectuses as may be necessary to permit compliance with the Time requirements of Sale Prospectusthe Securities Act and the Securities Act Regulations. Neither your consent to, as amended nor your delivery of, any such amendment or supplemented, will comply with applicable lawsupplement shall constitute a waiver of any of the conditions set forth in Section 7. (fiii) If, during During such period after the first date of the public offering of the Shares, in the opinion of counsel for the Underwriter, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) when a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, the Company, at its expense, will furnish to each Underwriter or mail to its order copies of the Registration Statement, the Prospectus, the Preliminary Prospectus and all amendments and supplements to any event shall occur or condition exist such documents in each case as a result soon as available and in such quantities as such Underwriter may reasonably request, for the purposes contemplated by the Securities Act. (iv) The Company consents to the use of which it is necessary to amend or supplement the Prospectus in order to make accordance with the statements therein, in the light provisions of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file Act and with the Commission and furnish, at its own expense, to securities or blue sky laws of the jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the Offering and for such period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with the sales by any Underwriter or dealer. The Company will comply with all requirements imposed upon it by the Securities Act as the same may be amended so far as necessary to permit the continuance of sales of or dealing in the Shares in accordance with the provisions hereof and the Prospectus. (v) As soon as practicable, the Company will make generally available to its security holders and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf Representative a consolidated earnings statement or statements of the Underwriters Company and to any other dealers upon request, either amendments or supplements to the Subsidiaries covering a twelve-month period beginning with the first full calendar quarter following the date of the Prospectus so that which will satisfy the statements in the Prospectus as so amended or supplemented will not, in the light provisions of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(aSection 11(a) of the Securities ActAct and Rule 158 thereunder (it being understood that such delivery requirements shall be deemed met by the Company’s compliance with the Company’s reporting requirements pursuant to the Exchange Act and the Exchange Rules and Regulations). (vi) is delivered The Company will (A) on or before the Closing Date, deliver to the Representative manually signed copies of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, manually signed copies of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a purchaser, be misleading or sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (B) as promptly as possible deliver to you and send to the Time several Underwriters, at such office or offices as you may designate, as many copies of Sale the Preliminary Prospectus and Prospectus as you may reasonably request and (C) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended Prospectus, as amended or supplemented, will no longer conflict filed by the Company with the Registration StatementCommission, or so that as you may reasonably request for the purposes contemplated by the Securities Act. (vii) During the 90 day period following the date of the Prospectus, as amended the Company shall cause each new director elected or supplementedappointed to the Company’s Board of Directors and each executive officer hired by the Company, in each case who would be required to file statements of Beneficial Ownership in accordance with Section 16 of the Exchange Act, to enter into a Lock-Up Agreement which will comply with applicable lawterminate on the 91st day following the date of the Prospectus. (gviii) To endeavor The Company will apply the net proceeds from the Offering and sale of the Shares to qualify be sold by the Company in accordance with the description set forth in the “Use of Proceeds” section of the Prospectus. (ix) The Company will cooperate with the Underwriters and their counsel in connection with endeavoring to obtain and maintain the qualification or registration, or exemption from qualification, of the Shares for offer and sale under the securities or Blue Sky laws or Canadian provincial applicable securities laws (or other foreign laws) of such states of the United States and other jurisdictions as you shall reasonably request, and to comply with and continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesUnderwriters may designate; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to taxation or general service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction in which where it is not now so subject. The Company will advise . (x) To the Underwriters promptly of extent it is required to do so under the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemptionExchange Act, the Company shall use will continue to file on a timely basis all reports and any definitive proxy or information statement so required to be filed with the Commission and furnish to its best efforts to obtain stockholders annual reports containing financial statements certified by independent public accountants and with quarterly summary financial information in reasonable detail which may be unaudited. During the withdrawal thereof at the earliest possible moment. (h) To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after five years from the date of this Agreement which shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder. (i) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 3. (j) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposeshereof, the Company will deliver to the Representative and, upon request, to each Underwriters of the other Underwriters, copies of each annual report of the Company and each other report furnished by the Company to its shareholders. (xi) The Company will not, and will not permit any Subsidiary to, at any time, directly or indirectly (A) take any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares or (B) (1) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (2) pay or agree to pay any person any compensation for soliciting another to purchase any other securities of the Company. (xii) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (xiii) The Company will not for a period of 90 days following the date of the Prospectus, without the prior written consent of Jefferies, (A) directly or indirectly, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend, pledge, hypothecate or otherwise dispose of or transfer or enter into any transaction which is designed, or might reasonably be expected, to result in the disposition of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for or repayable with shares of capital stock of the Company (other than (1) the Shares, (2) shares of capital stock of the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of the Company which are issued, sold or exchanged in connection with an acquisition by the Company or one of its Subsidiaries, (3) shares of capital stock of the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of the Company which are issued, sold or awarded pursuant to a management incentive plan in effect on the date of the Prospectus; provided, however, that any such shares of capital stock or other securities issued, sold or awarded under such management incentive plan shall not vest or become exercisable prior to the 90th day following the date of the Prospectus or (4) pursuant to the exercise of currently outstanding options, warrants or rights which are described in the Registration Statement and Prospectus), or enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of such capital stock of the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of the Company whether any such transaction is to be settled by delivery of capital stock, or other securities, in cash or otherwise or (B) file (or its agent), on or before participate in the Closing Date, (ifiling of) a certificate registration statement with the Commission in respect of any shares of capital stock of the Company or securities convertible into or exercisable or exchangeable for such capital stock (except for (x) a registration statement on Form S-8 or (y) a registration statement on (I) Form S-4 covering the issuance of shares of capital stock in connection with and as currency for an acquisition by the Company or (II) Form S-1 or other applicable form covering resales of capital stock issued by the Company in connection with and as currency for, an acquisition by the Company; provided, however, that in no event shall the Company cause or permit such registration statement on Form S-4 or such registration statement on Form S-1 or other applicable form to be declared or become effective until the 90th day following the date of the Prospectus) or (C) publicly announce any intention to effect any transaction described in clause (A) or clause (B) during the ninety (90) days following the date of the Prospectus, other than the transactions that are specifically permitted by clause (A) and clause (B). In addition, during the ninety (90) days following the date of the Prospectus, the Company will not (x) release any executive officer, director or security holder of the Company (other than each of the Selling Stockholders) from their obligations under any similar agreement with the Company not to sell, transfer or dispose of securities of the Company for the 90-day period following the date of the Prospectus and (y) waive compliance with any prohibitions on trading which may be in effect during such 90-day period under the Company’s status trading policy as a “United States real property holding corporation,” dated as previously provided to the Representative and in effect on the date hereof and (B) during the 180 days following the date of the Closing DateProspectus, in a form reasonably acceptable the Company will not (x) release any Selling Stockholder from their obligations under any similar agreement with the Company not to sell, transfer or dispose of securities of the Company for the 180-day period under the Company’s trading policy as previously provided to the Underwriters Representative and in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to effect on the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2). (k) To comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus and the Prospectusdate hereof. Without limiting the generality of Notwithstanding the foregoing, the Company will, during may amend its registration statement on Form S-1 covering the period when a prospectus relating resales of its common stock or common stock underlying warrants without regard to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis with the Commission and The NASDAQ Stock Market LLC all reports and documents required to be filed under the Exchange Act. (l) To apply the net proceeds from the sale of the Shares sold by it in the manner described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (m) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. (B) Each Selling Stockholder further covenants and agrees with each Underwriter: (a) Such Selling Stockholder will advise the Underwriter promptly during the period when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any new material information relating to the Selling Stockholder Information of such Selling Stockholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus that comes to the attention of such Selling Stockholder. (b) Such Selling Stockholder will deliver to the Representatives, on or prior to the date of execution restrictions of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and such Selling Stockholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certificationparagraph.

Covenants of the Company and Selling Stockholders. (A) A. The Company covenants and agrees with each Underwriter and of the Selling Stockholders as followsUnderwriters: (a) To furnish to you, without charge, two (2) signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(A)(e) or 7(A)(f) below, as many copies of the Time of Sale Prospectus, prepare the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Underwriters may reasonably request. (b) Before amending or supplementing the Registration Statement (including in a form approved by way of post-effective amendment), the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission any prospectus required to be filed such Prospectus pursuant to Rule 424(b) under the Securities Act within not later than the applicable period specified Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by such rule Rule 430A(a)(3) under the Act; to make no further amendment or a post-any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed under the Securities Act. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf Act; to advise you, promptly after it receives notice thereof, of the Underwriters that issuance by the Underwriters otherwise would not have been required to file thereunder. (e) If Commission of any stop order or of any order preventing or suspending the Time use of Sale any Preliminary Prospectus is being used to solicit offers to buy or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares at a time when the Prospectus is not yet available to prospective purchasers and for offering or sale in any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements thereinjurisdiction, in the light of the circumstances, not misleadinginitiation or threatening of any proceeding for any such purpose, or if of any event shall occur or condition exist as a result of which request by the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel Commission for the Underwriters, it is necessary to amend amending or supplement the Time supplementing of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser be misleading, the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement or so that the Time Prospectus or for additional information; and, in the event of Sale Prospectusthe issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as amended or supplemented, will you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with applicable law. (f) If, during such period after laws so as to permit the first date continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the public offering distribution of the Shares, provided that in no event shall the opinion Company be required to qualify to do business in any jurisdiction where it is not now so qualified, to take any action which would subject it to service of counsel for process in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject; (c) Prior to 10:00 a.m., New York City time, on the UnderwriterNew York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law at any time prior to be delivered the expiration of nine months after the time of issue of the Prospectus in connection with sales by an Underwriter the offering or a dealer, sale of the Shares and if at such time any event shall occur or condition exist have occurred as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when the such Prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaserdelivered, not misleading, or ifor, in the opinion of counsel if for the Underwriters, any other reason it is shall be necessary during such same period to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expenseProspectus, to the Underwriters notify you and upon your request to the dealers (whose names prepare and addresses you will furnish without charge to the Company) to which Shares may have been sold by you on behalf of the Underwriters each Underwriter and to any other dealers upon request, either amendments dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or supplements a supplement to the Prospectus so that the statements which will correct such statement or omission or effect such compliance; and in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus case any Underwriter is required to deliver a prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities Act) is delivered to a purchaser, be misleading Shares at any time nine months or so that more after the Time time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented, will comply supplemented Prospectus complying with applicable law.Section 10(a)(3) of the Act; (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws or Canadian provincial securities laws (or other foreign laws) of such jurisdictions as you shall reasonably request, and to comply with and continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction in which it is now so subject. The Company will advise the Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment. (hd) To make generally available to the Company’s security holders and to you its securityholders as soon as practicable practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement and its subsidiaries (which shall satisfy the provisions of need not be audited) complying with Section 10(a11(a) of the Securities Act and the rules and regulations of the Commission thereunder.thereunder (including, at the option of the Company, Rule 158); (i) During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (the “Lock-Up Period”), the Company will not (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (other than (i) the sale of the Stock to be sold pursuant to this Agreement, (ii) pursuant to employee stock option plans existing on the date of this Agreement or otherwise disclosed in the Pricing Prospectus, or (iii) upon the exercise of an option or upon the exercise, conversion or exchange of exercisable convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of Jefferies LLC and Xxxxx Xxxxxxx & Co. (f) During a period of five years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to public stockholders generally and not filed on XXXXX, and to make generally available to Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. by filing on XXXXX, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; (g) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act; (h) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111 under the Act; (i) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the lawful on-line offering of the Shares by such Underwriter (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred; and (j) To promptly notify the Representatives you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (ai) completion of the distribution of the Shares within the meaning of the Securities Act and (bii) completion of the Restricted Period 90-day restricted period referred to in Section 3. (j5(A)(e) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriters (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated as of the Closing Date, in a form reasonably acceptable to the Underwriters and in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2)hereof. (k) To comply with The Company represents and agrees that, without the Securities Act prior consent of Xxxxxxxxx LLC and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by this AgreementXxxxx Xxxxxxx & Co., the Registration Statement, the Time of Sale Prospectus it has not and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus will not make any offer relating to the Shares is required that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule)Company, file Jefferies LLC and Xxxxx Xxxxxxx & Co. is listed on a timely basis with the Commission and The NASDAQ Stock Market LLC all reports and documents required to be filed under the Exchange Act.Schedule III(a) hereto; (l) To apply The Company represents and agrees that it has not engaged in, or authorized any other person to engage in, any Section 5(d) Communications; (m) The Company has complied and will comply with the net proceeds from the sale requirements of the Shares sold by it in the manner described Rule 433 under the caption “Use Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show; and (n) The Company agrees that if at any time following issuance of Proceeds” an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus and or the Prospectus. (m) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included Prospectus or would include an untrue statement of a material fact or omitted or would omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timethen prevailing, not misleading, the Company will promptly notify the Underwriters give prompt notice thereof to Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. and, if requested by Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co., will promptly amend prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or supplement, such Written Testing-the-Waters Communication to eliminate or other document which will correct such untrue conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. expressly for use therein. (B) Each B. The Selling Stockholder further covenants Stockholders, severally and agrees not jointly, covenant and agree with each Underwriterof the Underwriters: (a) Such Selling Stockholders will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and such Selling Stockholder will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M; (b) To deliver to Jefferies LLC and Xxxxx Xxxxxxx & Co. prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholders is a non-United States person) or Form W-9 (if the Selling Stockholders is a United States Person); (c) Such Selling Stockholder will advise the Underwriter promptly you promptly, and if requested by you, will confirm such advice in writing, during the period when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any new material change in information relating to the Selling Stockholder Information of such Selling Stockholder in the Registration Statement, any preliminary prospectus, any free writing prospectus, the Time of Sale Prospectus or the Prospectus that comes any amendment or supplement thereto relating to the attention of such Selling Stockholder. (b) Such . Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co., on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company or any Selling Stockholder will deliver to the Representatives, on of any one or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and such Selling Stockholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification more of the foregoing certificationcovenants or extend the time for their performance.

Covenants of the Company and Selling Stockholders. (Aa) The Company covenants and agrees with each Underwriter and the Selling Stockholders as followsUnderwriters that: (ai) To furnish The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b) or Rule 434, the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to youRule 424(b) within the prescribed time period and will provide evidence satisfactory to the Lead Manager of such timely filing. If the Company elects to rely on Rule 434, without chargethe Company will prepare and file a term sheet that complies with the requirements of Rule 434, two and the Prospectus shall not be "materially different" (2as such term is used in Rule 434) signed copies from the Prospectus included in the Registration Statement at the time it became effective. (i) when the Registration Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the Company's intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) after the Company receives notice of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy or any post-effective amendment thereto or of the Registration Statement initiation, or the threatening, of any proceedings therefor, it being understood that the Company shall make every effort to avoid the issuance of any such stop order, (without exhibits theretovi) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(A)(e) or 7(A)(f) below, as many copies of the Time receipt of Sale Prospectusany comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Prospectus and Company will make every reasonable effort to prevent the issuance of any supplements and amendments thereto or such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company will not file any amendment to the Registration Statement as the Underwriters may reasonably request. (b) Before amending or supplementing the Registration Statement (including by way any amendment of post-effective amendment), the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission any Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) under or Rule 434) that differs from the Securities Act within prospectus on file at the applicable period specified by such rule or a post-effective amendment required to be filed under the Securities Act. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf time of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (e) If the Time effectiveness of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser be misleading, the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Shares, in the opinion of counsel for the Underwriter, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws or Canadian provincial securities laws (or other foreign laws) of such jurisdictions as you Lead Manager shall reasonably request, and to comply with and continue such qualifications, registrations and exemptions object in effect so long as required for the distribution of the Shares; provided, that writing after being timely furnished in no event shall the Company be obligated to qualify to do business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction in which it is now so subjectadvance a copy thereof. The Company will advise provide the Underwriters promptly Lead Manager with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, Lead Manager a reasonable opportunity to review and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentcomment thereon. (h) To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder. (i) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 3. (j) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriters (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated as of the Closing Date, in a form reasonably acceptable to the Underwriters and in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2). (k) To The Company shall comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by in this Agreement, the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period If at any time when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis in connection with the Commission and The NASDAQ Stock Market LLC all reports and documents required to be filed under the Exchange Act. (l) To apply the net proceeds from the sale sales of the Shares sold by it in the manner described under the caption “Use of Proceeds” in the Registration StatementShares, the Time of Sale Prospectus and the Prospectus. (m) If at any time following the distribution of any Written Testing-the-Waters Communication there event shall have occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included the Prospectus as then amended or would supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omitted or would omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timethe time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement the Company will notify you promptly notify and prepare and file with the Underwriters Commission, subject to Section 5(a) hereof, an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead Manager) which will correct such statement or omission and will promptly amend or supplement, such Written Testing-the-Waters Communication use its commercially reasonable efforts to eliminate or correct such untrue statement or omissionhave any amendment to the Registration Statement declared effective as soon as possible. (Biii) The Company will promptly deliver to each of you and Underwriters' Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company's files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement and all amendments of and supplements to such documents, if any as you may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (iv) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act. (v) The Company will use its commercially reasonable efforts, in cooperation with the Lead Manager, at or prior to the time of effectiveness of the Registration Statement, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Lead Manager may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vi) The Company will make generally available to its security holders and to the Underwriters as soon as practicable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (vii) During the period beginning on the date of the Prospectus and ending 90 days after the date of the Prospectus, without the prior written consent of the Lead Manager, the Company (i) except pursuant to employee stock option, incentive or SAR plans in effect on the date hereof, or other options granted to the Company's directors, will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. The Company will obtain an undertaking in substantially the form of Annex IV hereto of each of its directors and the officers listed on Schedule III attached hereto and the Selling Stockholders listed on Schedule III attached hereto not to engage in any of the aforementioned transactions on its own behalf, other than the sale of Shares as contemplated by this Agreement and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof, (ii) the exercise of currently outstanding options, (iii) the grant and exercise of options under, or the issuance and sale of shares pursuant to, employee stock option or incentive plans in effect on the date hereof, each as described in the Registration Statement and the Prospectus, and (iv) sales pursuant to currently existing 10b5-1 trading plans. During the period beginning on the date of the Prospectus and ending 90 days after the date of the Prospectus, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any security holder of the Company, except for registration statements on Form S-8 relating to employee benefit plans or stock incentive plans described in the Registration Statement and Prospectus. Notwithstanding anything to the contrary contained in this Section 5(viii), the Selling Stockholders are permitted to sell Additional Shares to the Underwriters in accordance with this Agreement. (viii) During the period beginning on the effective date of the Registration Statement and ending on the fourth anniversary of such date, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you (i) as soon as they are available, copies of any reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission). (ix) If all or any portion of the Shares are not already listed for quotation on the Nasdaq, the Company will use its commercially reasonable efforts to list the Shares for quotation on the Nasdaq and maintain the listing of the shares on the Nasdaq or the NYSE. (x) The Company, during the period when the Prospectus is required to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Securities Act and the Rules and Regulations within the time periods required thereby. (xi) The Company will use its commercially reasonable efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and the Additional Shares. (xii) The Company will not take, and will cause its affiliates (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which would constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (b) Each Selling Stockholder further covenants and agrees with each UnderwriterUnderwriter to: (ai) Such Selling Stockholder will advise the Underwriter promptly during the period when a prospectus relating Deliver to Xxxxxxx Xxxxx prior to the Shares is required by the Securities Act to be delivered Closing Date, a properly completed and executed United States Treasury Department Form W-8 (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any new material information relating to the Selling Stockholder Information of if such Selling Stockholder is a non-United States Person) or Form W-9 (if such Selling Stockholder is a United States Person); (ii) Promptly notify the Company and the Lead Manager if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Lead Manager, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the Time statements therein, in light of Sale Prospectus or the Prospectus that comes circumstances under which they were made, not misleading; (iii) Cooperate to the attention extent reasonably necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement; (iv) Pay or cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder.; and (bv) Such Selling Stockholder will deliver Deliver to the Representatives, Lead Manager on or prior to the date of execution of this AgreementAgreement the lock-up agreement referenced in Section 7(e) hereof, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and such Selling Stockholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certificationis applicable.

Covenants of the Company and Selling Stockholders. (A) A. The Company covenants and agrees with each Underwriter and of the Selling Stockholders as followsUnderwriters: (a) To furnish to you, without charge, two (2) signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(A)(e) or 7(A)(f) below, as many copies of the Time of Sale Prospectus, prepare the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Underwriters may reasonably request. (b) Before amending or supplementing the Registration Statement (including in a form approved by way of post-effective amendment), the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission any prospectus required to be filed such Prospectus pursuant to Rule 424(b) under the Securities Act within not later than the applicable period specified Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by such rule Rule 430A(a)(3) under the Act; to make no further amendment or a post-any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed under the Securities Act. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf Act; to advise you, promptly after it receives notice thereof, of the Underwriters that issuance by the Underwriters otherwise would not have been required to file thereunder. (e) If Commission of any stop order or of any order preventing or suspending the Time use of Sale any Preliminary Prospectus is being used to solicit offers to buy or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares at a time when the Prospectus is not yet available to prospective purchasers and for offering or sale in any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements thereinjurisdiction, in the light of the circumstances, not misleadinginitiation or threatening of any proceeding for any such purpose, or if of any event shall occur or condition exist as a result of which request by the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel Commission for the Underwriters, it is necessary to amend amending or supplement the Time supplementing of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser be misleading, the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement or so that the Time Prospectus or for additional information; and, in the event of Sale Prospectusthe issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as amended or supplemented, will you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with applicable law. (f) If, during such period after laws so as to permit the first date continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the public offering distribution of the Shares, provided that in no event shall the opinion Company be required to qualify to do business in any jurisdiction where it is not now so qualified, to take any action which would subject it to service of counsel for process in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject; (c) Prior to 10:00 a.m., New York City time, on the UnderwriterNew York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law at any time prior to be delivered the expiration of nine months after the time of issue of the Prospectus in connection with sales by an Underwriter the offering or a dealer, sale of the Shares and if at such time any event shall occur or condition exist have occurred as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when the such Prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaserdelivered, not misleading, or ifor, in the opinion of counsel if for the Underwriters, any other reason it is shall be necessary during such same period to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expenseProspectus, to the Underwriters notify you and upon your request to the dealers (whose names prepare and addresses you will furnish without charge to the Company) to which Shares may have been sold by you on behalf of the Underwriters each Underwriter and to any other dealers upon request, either amendments dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or supplements a supplement to the Prospectus so that the statements which will correct such statement or omission or effect such compliance; and in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus case any Underwriter is required to deliver a prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities Act) is delivered to a purchaser, be misleading Shares at any time nine months or so that more after the Time time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented, will comply supplemented Prospectus complying with applicable law.Section 10(a)(3) of the Act; (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws or Canadian provincial securities laws (or other foreign laws) of such jurisdictions as you shall reasonably request, and to comply with and continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction in which it is now so subject. The Company will advise the Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment. (hd) To make generally available to the Company’s security holders and to you its securityholders as soon as practicable practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement and its subsidiaries (which shall satisfy the provisions of need not be audited) complying with Section 10(a11(a) of the Securities Act and the rules and regulations of the Commission thereunder.thereunder (including, at the option of the Company, Rule 158); (i) During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (the “Lock-Up Period”), the Company will not (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (other than (i) the sale of the Stock to be sold pursuant to this Agreement, (ii) pursuant to employee stock option plans existing on the date of this Agreement or otherwise disclosed in the Pricing Prospectus, or (iii) upon the exercise of an option or upon the exercise, conversion or exchange of exercisable convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. (f) During a period of five years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to public stockholders generally and not filed on XXXXX, and to make generally available to Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. by filing on XXXXX, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; (g) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act; (h) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111 under the Act; (i) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the lawful on-line offering of the Shares by such Underwriter (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred; and (j) To promptly notify the Representatives you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (ai) completion of the distribution of the Shares within the meaning of the Securities Act and (bii) completion of the Restricted Period 90-day restricted period referred to in Section 3. (j5(A)(e) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriters (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated as of the Closing Date, in a form reasonably acceptable to the Underwriters and in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2)hereof. (k) To comply with The Company represents and agrees that, without the Securities Act prior consent of Xxxxxxxxx LLC and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by this AgreementXxxxx Xxxxxxx & Co., the Registration Statement, the Time of Sale Prospectus it has not and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus will not make any offer relating to the Shares is required that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule)Company, file Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. is listed on a timely basis with the Commission and The NASDAQ Stock Market LLC all reports and documents required to be filed under the Exchange Act.Schedule III(a) hereto; (l) To apply The Company represents and agrees that it has not engaged in, or authorized any other person to engage in, any Section 5(d) Communications; (m) The Company has complied and will comply with the net proceeds from the sale requirements of the Shares sold by it in the manner described Rule 433 under the caption “Use Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show; and (n) The Company agrees that if at any time following issuance of Proceeds” an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus and or the Prospectus. (m) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included Prospectus or would include an untrue statement of a material fact or omitted or would omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timethen prevailing, not misleading, the Company will promptly notify the Underwriters give prompt notice thereof to Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. and, if requested by Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co., will promptly amend prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or supplement, such Written Testing-the-Waters Communication to eliminate or other document which will correct such untrue conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. expressly for use therein. (B) Each B. The Selling Stockholder further covenants Stockholders, severally and agrees not jointly, covenant and agree with each Underwriterof the Underwriters: (a) Such Selling Stockholders will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and such Selling Stockholder will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M; (b) To deliver to Jefferies LLC and Xxxxx Xxxxxxx & Co. prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholders is a non-United States person) or Form W-9 (if the Selling Stockholders is a United States Person); (c) Such Selling Stockholder will advise the Underwriter promptly you promptly, and if requested by you, will confirm such advice in writing, during the period when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any new material change in information relating to the Selling Stockholder Information of such Selling Stockholder in the Registration Statement, any preliminary prospectus, any free writing prospectus, the Time of Sale Prospectus or the Prospectus that comes any amendment or supplement thereto relating to the attention of such Selling Stockholder. (b) Such . Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co., on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company or any Selling Stockholder will deliver to the Representatives, on of any one or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and such Selling Stockholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification more of the foregoing certificationcovenants or extend the time for their performance.

Covenants of the Company and Selling Stockholders. (A) A. The Company covenants and agrees with each Underwriter and of the Selling Stockholders as followsUnderwriters: (a) To furnish to you, without charge, two (2) signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(A)(e) or 7(A)(f) below, as many copies of the Time of Sale Prospectus, prepare the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Underwriters may reasonably request. (b) Before amending or supplementing the Registration Statement (including in a form approved by way of post-effective amendment), the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission any prospectus required to be filed such Prospectus pursuant to Rule 424(b) under the Securities Act within not later than the applicable period specified Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by such rule Rule 430A(a)(3) under the Act; to make no further amendment or a post-any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed under the Securities Act. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf Act; to advise you, promptly after it receives notice thereof, of the Underwriters that issuance by the Underwriters otherwise would not have been required to file thereunder. (e) If Commission of any stop order or of any order preventing or suspending the Time use of Sale any Preliminary Prospectus is being used to solicit offers to buy or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares at a time when the Prospectus is not yet available to prospective purchasers and for offering or sale in any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements thereinjurisdiction, in the light of the circumstances, not misleadinginitiation or threatening of any proceeding for any such purpose, or if of any event shall occur or condition exist as a result of which request by the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel Commission for the Underwriters, it is necessary to amend amending or supplement the Time supplementing of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser be misleading, the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement or so that the Time Prospectus or for additional information; and, in the event of Sale Prospectusthe issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as amended or supplemented, will you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with applicable law. (f) If, during such period after laws so as to permit the first date continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the public offering distribution of the Shares, provided that in no event shall the opinion Company be required to qualify to do business in any jurisdiction where it is not now so qualified, to take any action which would subject it to service of counsel for process in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject; (c) Prior to 10:00 a.m., New York City time, on the UnderwriterNew York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law at any time prior to be delivered the expiration of nine months after the time of issue of the Prospectus in connection with sales by an Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws or Canadian provincial securities laws (or other foreign laws) of such jurisdictions as you shall reasonably request, and to comply with and continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in Shares and if at such time any jurisdiction in which it is now so subject. The Company will advise the Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment. (h) To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder. (i) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 3. (j) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriters (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated as of the Closing Date, in a form reasonably acceptable to the Underwriters and in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2). (k) To comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis with the Commission and The NASDAQ Stock Market LLC all reports and documents required to be filed under the Exchange Act. (l) To apply the net proceeds from the sale of the Shares sold by it in the manner described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (m) If at any time following the distribution of any Written Testing-the-Waters Communication there have occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omitted or would omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timeunder which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, the Company will promptly notify the Underwriters and will promptly or, if for any other reason it shall be necessary during such same period to amend or supplementsupplement the Prospectus, such Written Testing-the-Waters Communication to eliminate notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such untrue statement or omission. (B) Each Selling Stockholder further covenants omission or effect such compliance; and agrees with each Underwriter: (a) Such Selling Stockholder will advise the in case any Underwriter promptly during the period when is required to deliver a prospectus relating (or in lieu thereof, the notice referred to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with in Rule 172 173(a) under the Securities Act or any similar rule), of any new material information relating to the Selling Stockholder Information of such Selling Stockholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus that comes to the attention of such Selling Stockholder. (bAct) Such Selling Stockholder will deliver to the Representatives, on or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and such Selling Stockholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification sales of any of the foregoing certification.Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;