Common use of Covenants of the Sellers Clause in Contracts

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status), as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxes, unless required by law, in which case such Selling Shareholder shall pay such additional amount as will result, after such withholding or deduction, in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VAT. Where a Selling Shareholder is obliged to pay VAT on any amount payable hereunder to an Underwriter, such Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable VAT.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) To not to use or refer to any proposed free writing prospectus to which the Representatives 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 Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) All sums payable by a the Company or the Selling Shareholder Shareholders under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Shareholders, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (ef) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. statusor other applicable form or statement specified by the Treasury Regulations in lieu thereof), as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Shareholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or any Selling Shareholder Stockholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Stockholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder Stockholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Stockholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) IRS Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or any Selling Shareholder Stockholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Stockholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder Stockholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Stockholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Seller All sums payable by the Company or the Selling Shareholders under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholders, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. Notwithstanding the preceding paragraph, neither the Company nor the Selling Shareholders shall be required to pay any additional amounts on account of taxes or duties (i) imposed on the overall net income of the Underwriters, (ii) that would not have been imposed but for an Underwriter being a resident of the jurisdiction imposing such taxes or duties or having a permanent establishment therein (other than as a result of this Agreement) or (iii) to the extent such taxes or duties would not have been imposed but for the failure of an Underwriter to provide, upon request, any certification, identification or other documentation concerning the nationality, residence, identity or connection of such Underwriter with the relevant jurisdiction imposing the taxes or duties, if such certification, identification or other documentation is required or imposed by applicable laws as a precondition to an exemption from, or reduction in, such taxes or duties. (b) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholders, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (c) Each Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxes, unless required by law, in which case such Selling Shareholder shall pay such additional amount as will result, after such withholding or deduction, in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VAT. Where a Selling Shareholder is obliged to pay VAT on any amount payable hereunder to an Underwriter, such Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable VAT.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder Stockholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Stockholder, as the case may be, shall on a several basis, pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except provided, that a Seller shall not be required to pay additional amounts to the extent such Tax is tax, duty, deduction or other withholding was imposed on due to (A) the Underwriter having any present or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any former connection of an Underwriter with the jurisdiction of imposing such taxing authority (tax, duty, deduction or other withholding other than solely as a connection arising from result of the executionexecution and delivery of, delivery and or performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments of, its obligations under this Agreement or receipt of any such transactionpayments or enforcement of rights hereunder or (B) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any the failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (form, certificate, document or at a reduced rate of) withholding that is other information that, in each case, was timely and reasonably requested by the Selling Shareholder Company and that it is legally eligible to providewould have reduced or eliminated the withholding or deduction of such tax or duty. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where a the Company or, as the case may be, the Selling Shareholder Stockholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Stockholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder Shareholders under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions deduction or withholdings withholding of any present or future Taxestaxes or duties (including value added or similar taxes), unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Shareholders, as the case may be, shall pay such additional amount amounts as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made; provided, except to however, that no such additional amounts shall be paid by the extent such Tax is imposed on Company or measured by net income (however denominated) and such Tax the Selling Shareholders in respect of any taxes or duties that would not have been imposed (or would have been imposed but at a lower rate) but for any (i) a present or former connection of between an Underwriter with and the applicable jurisdiction of imposing such taxing authority taxes or duties (other than a connection arising from solely as a result of the executionUnderwriter having executed, delivery and performance of performed its obligations under, or received payments pursuant to, this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transactionAgreement) or such tax would not have been imposed (or would have been imposed but at a lower rateii) but for any the failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (form or at a reduced rate of) withholding certificate that is reasonably has been requested by the Selling Shareholder in writing and that it such Underwriter is legally eligible able to provideprovide but only to the extent that, if such form or certificate had been provided, it would have reduced or eliminated such taxes or duties. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (ec) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each SellerSeller (as applicable), severally and not jointly, covenants with each Underwriter as follows: (a) Such Seller Each Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller Selling Shareholder will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Shareholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller has or will deliver to each Underwriter (or its agent), at or prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller has or will deliver to each Underwriter (or its agent), on at or prior to the date of execution of this Agreement, to the extent such Seller is not a natural person, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and each Seller undertakes any additional documentation necessary to provide such additional supporting documentation as each Underwriter may reasonably request in connection comply with the verification of the foregoing Certification31 CFR § 1010.230. (c) All sums payable by a the Company or any Selling Shareholder Stockholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, including any stamp, transfer or other similar taxes, unless the deduction or withholding is required by law, in which case such the Company or the applicable Selling Shareholder Stockholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATstamp, transfer, value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder Stockholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the applicable Selling Shareholder Stockholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATstamp, transfer, value added or similar tax. (e) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (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 not more than thirty (30) days prior to the Closing Date, as described in 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).

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) Each Foreign Selling Stockholder, severally and not jointly, covenants with each Underwriter as follows: (i) All sums payable by a the Foreign Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Foreign Selling Shareholder shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (eii) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where a the Foreign Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Foreign Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows; provided that the covenants in Sections 8(c) and (d) are only provided by XX XXX Investment LLC: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) IRS Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a Selling Shareholder the Sellers under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such Selling Shareholder the Sellers shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where a Selling Shareholder Seller is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such Selling Shareholder the Seller shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Selling Shareholder shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where a the Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Selling Shareholder shall shall, in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) United States Treasury Department Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. statusor other applicable form or statement specified by Treasury Department regulations in lieu thereof), as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums If any sum payable by the Company or a Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount is subject to withholding) shall be paid free and clear of and without deductions or withholdings of withholding tax levied in a Relevant Taxing Jurisdiction (being any present or future Taxes, unless required by law, jurisdiction in which case the Company or such Selling Shareholder is resident for tax purposes or from or through which payment is made on behalf of the Company or such Selling Shareholder) in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of such Underwriter (excluding net income taxes), the sum payable to such Underwriter under this Agreement shall pay be increased to such additional amount sum as will result, after ensure that such withholding or deduction, Underwriter shall be left with the sum it would have had in the receipt by each Underwriter absence of the full amount that would have been received had no deduction or withholding been made, such tax; except to the extent that such Tax is tax was imposed on due to (A) an Underwriter having any present or measured by net income former connection with such jurisdiction other than solely as a result of the execution and delivery of, or performance of, its obligations under this Agreement or receipt of any payments or enforcement of rights hereunder or (however denominatedB) and such Tax any taxes that would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction failure of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such payments to be made without (tax. If the Company or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and pays such additional amounts then, if the relevant Underwriter determines, acting in its discretion (but in good faith), that it is legally eligible to provide. (d) No Seller will take, directly has received and utilized a tax credit or indirectly, any action designed to or that could reasonably be expected to cause or refund as a result in any stabilization or manipulation of the price receipt of such additional amounts, it shall without unreasonable delay pay over the Shares. (e) All sums payable to an Underwriter shall be considered exclusive amount representing such utilization of any VAT. Where a Selling Shareholder is obliged to pay VAT on any amount payable hereunder to an Underwriter, such Selling Shareholder shall in addition credit or refund to the sum payable hereunder pay an amount equal Company or the Selling Shareholder, as applicable (but only to any applicable VATthe extent of such additional amounts received under this Section 8(c)).

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Seller In the case of the Selling Shareholder, it will deliver to each Underwriter the Underwriters (or its their agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) IRS Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each The Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Shareholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on that no additional amounts shall be payable for any withholding, deduction, taxes or measured by net income (however denominated) and such Tax duties that would not have been imposed (or would have been imposed but at a lower rate) but for any connection (i) a failure of an Underwriter with to timely provide upon request any certification, documentation or form which such Underwriter is eligible to provide to the extent necessary in order to eliminate or reduce such withholding, deduction, taxes or duties, or (ii) any present or former connection between the relevant Underwriter and the jurisdiction of such taxing authority imposing the withholding, deduction, taxes or duties (other than a connection arising solely from (a) the execution, delivery and performance or consummation of this Agreement Agreement, (b) the sale and delivery of the Shares to the Underwriters or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested purchasers procured by the Selling Shareholder Underwriters, (c) the resale and that it is legally eligible to providedelivery of the Shares by the Underwriters in the manner contemplated herein or (d) the consummation of the Reorganization Transactions). (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status), as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (cb) All sums payable by a Selling Shareholder the Seller under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such Selling Shareholder the Seller shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except provided, that the Seller shall not be required to pay additional amounts to the extent that such Tax is tax, duty, deduction or other withholding was imposed on due to (A) the Underwriter having any present or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any former connection of an Underwriter with the jurisdiction of imposing such taxing authority (tax, duty, deduction or other withholding other than solely as a connection arising from result of the executionexecution and delivery of, delivery and or performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments of, its obligations under this Agreement or receipt of any such transactionpayments or enforcement of rights hereunder or (B) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any the failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (form, certificate, document or at a reduced rate of) withholding that is other information that, in each case, was timely and reasonably requested by the Selling Shareholder Seller and that it is legally eligible to providewould have reduced or eliminated the withholding or deduction of such tax, duty, assessment or other governmental charge. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (ec) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where a Selling Shareholder the Seller is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such Selling Shareholder shall the Seller shall, in addition to the sum payable hereunder hereunder, pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder Shareholders under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Shareholders, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made; provided that the Company (or the Selling Shareholders, except as the case may be) shall not be required to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax pay any additional amounts with respect to taxes that would not have been imposed (or would have been imposed but at a lower rate) but for any an existing connection of an Underwriter with between the Underwriters and the taxing jurisdiction of such taxing authority (other than a connection arising from solely as a result of the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provideoffering). (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Shareholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (ec) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Seller Each Selling Stockholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (certifying that such Seller is exempt from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. status)W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Company or the Selling Shareholder Stockholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions or withholdings of any present or future Taxestaxes or duties, unless the deduction or withholding is required by law, in which case such the Company or the Selling Shareholder Stockholder, as the case may be, shall pay such additional amount as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made, except to the extent such Tax is imposed on or measured by net income (however denominated) and such Tax would not have been imposed (or would have been imposed but at a lower rate) but for any connection of an Underwriter with the jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance of this Agreement or of any transaction contemplated by or pursuant to this Agreement and the receipt of payments under this Agreement or any such transaction) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any failure of an Underwriter to provide any applicable documentation permitting such payments to be made without (or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder and that it is legally eligible to provide. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (ec) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where a the Company or, as the case may be, the Selling Shareholder Stockholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Company or the Selling Shareholder Stockholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax. (d) The Selling Stockholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”). The Selling Stockholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Selling Stockholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Selling Stockholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (e) The Selling Stockholder hereby irrevocably appoints GE Digital LLC, with offices at 0000 Xxxxxx Xxxxx, San Ramon, California 94583 (Attn: General Counsel), as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Selling Stockholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that such agent has agreed to act as the Selling Stockholder’s agent for service of process, and the Selling Stockholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Such Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate (certifying that such Seller is exempt and in each case demonstrating an exemption from U.S. federal backup withholding) or an applicable IRS Form W-8 (certifying such Seller’s non-U.S. statuswithholding tax), as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), on 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 each Seller undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by a the Selling Shareholder under this Agreement (including, for the avoidance of doubt, any underwriting discount treated as a fee or other amount subject to withholding) shall be paid free and clear of and without deductions deduction or withholdings withholding for or on account of any present or future Taxestaxes or similar duties, unless the deduction or withholding is required by law, in which case such the Selling Shareholder shall pay such additional amount amounts as will result, after such withholding or deduction, result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made; provided, except to the extent however, that no such Tax is imposed on additional amounts shall be paid in respect of any taxes or measured by net income (however denominated) and such Tax duties that would not have been imposed (or would have been imposed but at a lower rate) but for any (i) a present or former connection of an such Underwriter with the relevant taxing jurisdiction of such taxing authority (other than a connection arising from the execution, delivery and performance mere entering into of this Agreement Agreement, performing its obligations or of any transaction contemplated by enforcing its rights hereunder or pursuant to this Agreement and the receipt of payments under this Agreement hereunder or any such transaction(ii) or such tax would not have been imposed (or would have been imposed but at a lower rate) but for any the failure of an such Underwriter to provide comply with any applicable documentation permitting certification, identification or other reporting requirement which is required by a statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction as a precondition to exemption from all or part of such payments to be made without (taxes or at a reduced rate of) withholding that is reasonably requested by the Selling Shareholder duties and that it which such Underwriter is legally eligible entitled to providecomply with. (d) No Seller will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (e) All sums payable to an Underwriter shall be considered exclusive of any VATvalue added or similar taxes. Where a the Selling Shareholder is obliged to pay VAT value added or similar tax on any amount payable hereunder to an Underwriter, such the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable VATvalue added or similar tax; provided that the Underwriters shall furnish to the Selling Shareholder appropriate tax invoices, which satisfy the relevant requirements for constituting valid value added tax invoices. (e) The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any Stamp Taxes imposed by any taxing jurisdiction (together with any related documented costs, fines, penalty or interest) in connection with the sale and delivery of the Shares to be sold by it to the Underwriters or purchasers procured by the Underwriters; provided that the Underwriters shall furnish to the Company and the Selling Shareholder, as applicable, appropriate tax invoices, which satisfy the relevant requirements for constituting valid value added tax invoices.