Common use of Covenants of the Selling Shareholder Clause in Contracts

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act. (b) The 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 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein, unless the deduction or withholding is required by law, in which case the Selling Shareholder 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. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not to take any action that would require the filing of any prospectus or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each the Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act. (b) The Selling Shareholder will deliver to each the 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, together with all required attachments to such form. (b) The Selling Shareholder will deliver to the 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 the Selling Shareholder undertakes to provide such additional supporting documentation as the Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or thereinduties, unless the such deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each the Underwriter of the full amount that would have been received had no deduction or withholding been made. The For the avoidance of doubt, no additional amounts shall be payable by the Company or the Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar in respect of taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed on a net income basis due to a some connection of the Underwriters Underwriter with the jurisdiction that imposed such deduction, withholding or taxes (imposing the tax other than a connection arising from the execution, performance or enforcement entering into of this Agreement) Agreement or (y) such amounts are due because receipt of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxespayments hereunder. (d) All sums payable to an Underwriter under this Agreement shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an the Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax, provided that the Underwriter has issued a valid invoice to the Shareholder. (e) Not to take any action that would require the filing of any prospectus or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act. (b) The 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 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) The Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed specification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Selling Shareholder 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 the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or thereinduties, unless the deduction or withholding is required by law, in which case the Selling Shareholder 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. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not to take any action that would require the filing of any prospectus Whether or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon. (f) The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer or other similar taxes or duties imposed under the laws of Switzerland or any political sub-division or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each the Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act. (b) The Selling Shareholder will deliver to each the Underwriter (or its agent), prior to or at the Initial Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) The Selling Shareholder will deliver to the 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 the Selling Shareholder undertakes to provide such additional supporting documentation as the Underwriter may reasonably request in connection with the verification of the foregoing Certification. (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or thereinduties, unless the such deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each the Underwriter of the full amount that would have been received had no deduction or withholding been made. The For the avoidance of doubt, no additional amounts shall be payable by the Company or the Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar in respect of taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed on a net income basis due to a some connection of the Underwriters Underwriter with the jurisdiction that imposed such deduction, withholding or taxes (imposing the tax other than a connection arising from the execution, performance or enforcement entering into of this Agreement) Agreement or (y) such amounts are due because receipt of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxespayments hereunder. (d) All sums payable to an the Underwriter under this Agreement shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an the Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax, provided that the Underwriter has issued a valid invoice to the Selling Shareholder. (e) Not to take any action that would require the filing of any prospectus or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act. (b) The 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 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein, unless the deduction or withholding is required by law, in which case the Selling Shareholder 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. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not to take any action that would require the filing of any prospectus or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Covenants of the Selling Shareholder. The Selling Shareholder covenants agrees with each International Underwriter and the International Agents as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the The Selling Shareholder will contain only descriptions not, at any time at or after the execution of the offering this Agreement, to offer or sell any International Offered Securities by means of Securities in the offering any “prospectus” (within the meaning of Rule 164 under the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the International Offered Securities, in each case other than the most recent Pre-Pricing Prospectus or the Final Offering Document. (b) The Selling Shareholder will not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any equity security of the Company to facilitate the sale or resale of the Common ADSs or the placement of the International Offered Shares. (c) The Selling Shareholder will pay any and all stamp, issue, registration, transaction or similar documentary taxes and duties, including interest and penalties, payable on or in connection with the transfer and sale of the International Offered Securities, or the execution or delivery of or the enforcement by the International Underwriters of this Agreement against the Company or the Selling Shareholder or any transaction carried out pursuant to this Agreement; and, in addition to any amount payable by it under this Agreement, any value-added, turnover or similar tax payable in respect of that amount (and references in this Agreement to such amount shall be deemed to include any such taxes so payable in addition to it and express mention of such payment of any taxes (if applicable) in any provisions hereof shall not be construed as excluding such payment of any taxes in those provisions hereof where such express mention is not made); the Selling Shareholder will indemnify each International Underwriter and International Agent (excluding Caixa) against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, reasonable legal fees) which such International Underwriter or International Agent may incur or which may be made against such International Underwriter or International Agent arising out of or in relation to or in connection with any failure to pay or delay in paying any such taxes. (d) The Selling Shareholder will use the net proceeds received by it from the sale of the International Offered Securities in the manner specified in the Pre-Pricing Prospectus and the Final Offering Document under the caption “Use of Proceeds.” (e) Neither the sale of the International Offered Securities nor the use of the proceeds thereof will violate any regulation of the United States Treasury Department contained in 31 C.F.R., Chapter V Subpart B, as amended, or the International Money Laundering Statement and Financial Anti-Terrorism Act of 2001. (f) The Selling Shareholder will pay all costs and expenses relating to the offering of International Offered Securities, including, without limitation, (i) the fees and expenses of the Company’s accountants and counsel (including Brazilian and United States counsel) and the fees and expenses of counsel for the International Underwriters and the International Agents (including Brazilian and United States counsel), (ii) the preparation of the Final Offering Document and all amendments or supplements thereto and all expenses in connection with the filing of the Final Offering Document and any and all amendments and supplements thereto with the Commission, (iii) the filing fees incident to, and reasonable and duly documented fees and disbursements of counsel for the International Underwriters and the International Agents in connection with, securing any required review by FINRA of the terms of the offering of the International Offered Securities, if any, (iv) the filing fees of the Commission in connection with the filing of the Registration Statement, (v) the preparation, printing, authentication, issuance and delivery of certificates for the International Offered Securities, including any stamp, transfer or other similar taxes in connection with the original issuance and sale of the International Offered Securities, (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements (other than the Final Offering Document) or documents printed (or reproduced) and delivered in connection with the offering of the International Offered Securities, (vii) any registration or qualification of the International Offered Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees but not including the fees and expenses of counsel for the International Underwriters and the International Agents relating to such registration and qualification), (viii) all costs and expenses in connection with the listing of the Common ADSs on the NYSE and (ix) all other costs and expenses incident to the performance by the Company and the Selling Shareholder of their obligations hereunder and under any of the various transaction documents entered into in connection with the International Offered Securities; it being understood and agreed that (A) all amounts payable hereunder shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Selling Shareholder will pay additional amounts so that the persons entitled to such payments will receive the amount that such persons would otherwise have received but for such deduction or withholding and (B) the expenses to be reimbursed by the Selling Shareholder to the International Underwriters and the International Agents contemplated in this Section 7(f), including the fees and disbursements of counsel for the International Underwriters and International Agents set forth in subsection (i), taken together with the total amount of expenses to be reimbursed by the Selling Shareholder to the Brazilian Underwriters pursuant to the Brazilian Underwriting Agreement, shall not exceed U.S.$10,520,000. (g) The Selling Shareholder will deliver to each Underwriter (or its agent)the Representatives, prior to or at on the Closing Datedate of execution of this Agreement, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriateCertification Regarding Beneficial Owners of Legal Entity Customers, together with all required attachments copies of identifying documentation, and the Selling Shareholder undertakes to provide such formadditional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certification. (ch) All sums payable If any of the International Underwriters or International Agents within the scope of an inspection conducted by a competent authority is requested by any governmental body, local authority or judicial, administrative or arbitral body with jurisdiction over its activities (“Government Request”) to provide any document or information relating to the engagement of the International Underwriters or International Agents as underwriters and agents in the International Offering (“Corroborating Documents”), the Selling Shareholder under this Agreement shall be paid free and clear shall, upon receipt of and without deductions or withholdings written notice from any International Underwriter and/or International Agent, (x) promptly provide to such International Underwriter and/or International Agent a copy of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein, unless the deduction or withholding is required by law, in which case the Selling Shareholder shall pay Corroborating Documents that are necessary to allow such additional amount as will result in the receipt by each International Underwriter of the full amount that would have been received had no deduction or withholding been made. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable and/or International Agent to establish a defense in connection with (i) the executionsuch inspection, delivery, consummation or enforcement including a declaration by an officer of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced was directly involved in the engagement of the International Underwriters and International Agents, that such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not to take any action that would require the filing of any prospectus or other offering documentation engagement complied with the AFMShelling Shareholder’s bylaws in effect at the time, Euronext Amsterdam or other Dutch regulatory body that and (y) assist such International Underwriter and/or International Agent in each case could prevent, delay, suspend or otherwise adversely affect the consummation of the transactions contemplated by this Agreementconnection with such inspection.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus As promptly as is commercially practicable after the date hereof, and in any event on or before the final term sheet to be prepared by or on behalf ofClosing Date, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the such Selling Shareholder will contain only descriptions duly authorize, execute and deliver the Custody Agreement to the Custodian. Pursuant to the Custody Agreement, the Selling Shareholder, or its Attorney-in-Fact, will place in custody with the Custodian, for delivery under this Agreement, any certificates representing Firm Shares to be sold by such Selling Shareholder; such certificates will be duly and properly endorsed in blank for transfer, or will be accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the offering Underwriters, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever. When delivered to the Custodian, the Custody Agreement will be a valid and binding obligation of Securities such Selling Shareholder enforceable in accordance with its terms, except to the offering within the meaning of Rule 164 under the Securities Actextent enforceability may be limited by any Enforcement Limitation. (b) As promptly as is commercially practicable after the date hereof, and in any event on or before the Closing Date, such Selling Shareholder will have duly authorized, executed and delivered the Power of Attorney, authorizing and directing the Attorney-in-Fact, or either of them, to effect the sale and delivery of the Firm Shares being sold by such Selling Shareholder and to take all such other action as may be necessary hereunder. When delivered to the Attorney-in-Fact, the Power of Attorney will be a valid and binding obligation of such Selling Shareholder enforceable in accordance with its terms, except to the extent enforceability may be limited by any Enforcement Limitation. (c) Such Selling Shareholder will pay all taxes, if any, on the transfer and sale, respectively, of the Firm Shares being sold by such Selling Shareholder and the fees of such Selling Shareholder’s counsel, accountant or other adviser. (d) If this Agreement shall be terminated by the Underwriters because of any breach on the part of such Selling Shareholder of its obligations under this Agreement, such Selling Shareholder agrees to reimburse the several Underwriters for all out-of-pocket disbursements (including reasonable fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Firm Shares or in contemplation of performing their obligations hereunder. Such Selling Shareholder shall not, in any event or circumstance, be liable to any of the Underwriters, the Company or any other Selling Shareholder for loss of anticipated profits from the transactions covered by this Agreement. (e) The Firm Shares to be sold by such Selling Shareholder, represented by the certificates of such Selling Shareholder to be deposited with the Custodian, are subject to the interest of the several Underwriters hereunder; the arrangements made for such custody under the Custody Agreement will be, except as specifically provided in the Custody Agreement, irrevocable; and the obligations of such Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether by the liquidation, dissolution or merger of such Selling Shareholder, by the death of such Selling Shareholder, or by the occurrence of any other event. If the Selling Shareholder should liquidate, dissolve or be a party to a merger or if any other such event should occur before the delivery of the Firm Shares hereunder, certificates for the Firm Shares to be deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such liquidation, dissolution, merger or other event had not occurred, whether or not the Custodian shall have received notice thereof. (f) The Selling Shareholder has entered into a Lock-Up Agreement. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Firm Shares, and has not effected any sales of Common Stock which, if effected by the Company, would be required to be disclosed in response to Item 701 of Regulation S-K. (g) The Selling Shareholder shall immediately notify you if any event occurs, or of any change in information relating to such Selling Shareholder or the Company or any new information relating to the Company or relating to any matter stated in the Time of Sale Prospectus or in the Prospectus or any supplement thereto or any Permitted Free-Writing Prospectus, which results in the Time of Sale Prospecuts or in the Prospectus (as amended or supplemented) or any Permitted Free- Writing Prospectus including an untrue statement of a material fact or omitting to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (h) Such Selling Shareholder shall deliver to each Underwriter (the Custodian or its agent)the Manager, as appropriate, prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) United States Treasury Department Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein, unless the deduction or withholding is required by law, in which case the Selling Shareholder 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. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes applicable form or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable statement specified by Treasury Department regulations in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxeslieu thereof). (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not to take any action that would require the filing of any prospectus or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act. (b) The 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 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) The Selling Shareholder agrees that it will not make any offer relating to the Shares that would constitute a free writing prospectus without the consent of the Representatives, which will not be unreasonably withheld or delayed. (c) All sums payable by During the period when delivery of a Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required under the Securities Act, the Selling Shareholder under this Agreement will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any material change in the information relating to the Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) The Selling Shareholder agrees that all amounts payable hereunder to each Underwriter shall be paid free and clear of of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts duties, charges or other deductions or withholdings of withholdings, including any present or future taxes or duties interest and penalty, levied or imposed by Bermuda, The Netherlands, Norway or in any political subdivision or taxing authority thereof or thereinjurisdiction, unless the such deduction or withholding is required by applicable law, in which case event the Selling Shareholder shall Company will pay such additional amount as amounts so that the relevant Underwriter entitled to such payment will result in receive the receipt by each Underwriter of the full amount that such Underwriter would otherwise have been received had no but for such deduction or withholding been made. The Selling Shareholder shall paywithholding, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, except that no such additional amounts, payments or indemnity amounts shall be required payable in relation to any payments to be made by the Selling Shareholder under this Section 8(c) hereunder to each Underwriter where such deduction or withholding would not have been so imposed but for the extent that (x) the applicable deduction, withholding existence of any present or taxes were imposed due to a former connection of the Underwriters with between such Underwriter and the jurisdiction that imposed imposing such deductiondeduction or withholding, withholding including, without limitation, such Underwriter being or taxes (other than having been resident thereof, or being or having been engaged in trade or business or presence therein, or having or having had a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar taxpermanent establishment therein. (e) Not The Selling Shareholder will indemnify and hold each Underwriter harmless against any documentary, stamp, registration, issuance, transfer or similar taxes, duties or fees and any transaction levies, commissions or brokerage charges imposed by any government, or any political subdivisions or tax authority thereof or therein, including any interest and penalties (the “Transfer Taxes”), which are required to take any action that would require the filing of any prospectus or other offering documentation be paid in connection with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation initial delivery of the transactions contemplated by Shares to the Underwriters, and the execution, delivery and performance of this Agreement. Any subsequent Transfer Taxes payable on any transfer subsequent to the delivery of the Shares in accordance with Section 5 hereof shall not be the responsibility of the Selling Shareholder.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as followsthat: (a) To furnish to you a copy The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer or other similar taxes or duties imposed under the laws of each proposed free writing prospectus and the final term sheet to be prepared by Republic of the Xxxxxxxx Islands or on behalf of, used by, or referred to by any jurisdiction in which the Selling Shareholder is organized or tax resident or any political sub-division or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and not delivery of the Shares to use the Underwriters or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to purchasers procured by the Selling Shareholder will contain only descriptions Underwriters, or (iii) the resale and delivery of the offering or of Securities Shares by the Underwriters in the offering within the meaning of Rule 164 under the Securities Actmanner contemplated herein. (b) The Selling Shareholder It 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, together with all required attachments to such form. (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or thereinduties, unless the deduction or withholding is required by law, in which case the Selling Shareholder 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. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not The Selling Shareholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period (1) offer, pledge, sell, contract to take sell, sell any action option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that would require transfers to another, in whole or in part, any of the filing economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any prospectus shares of Common Stock or other offering documentation any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (b) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (a) or (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. In addition, the Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect Company’s transfer agent and registrar against the consummation transfer of the transactions contemplated by this Agreementundersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as followsthat: (a) To furnish to you a copy The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer or other similar taxes or duties imposed under the laws of each proposed free writing prospectus and the final term sheet to be prepared by Republic of the Xxxxxxxx Islands or on behalf of, used by, or referred to by any jurisdiction in which the Selling Shareholder is organized or tax resident or any political sub-division or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and not delivery of the Shares to use the Underwriters or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to purchasers procured by the Selling Shareholder will contain only descriptions Underwriters, or (iii) the resale and delivery of the offering or of Securities Shares by the Underwriters in the offering within the meaning of Rule 164 under the Securities Actmanner contemplated herein. (b) The Selling Shareholder will deliver It shall have delivered 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, together with all required attachments to such form. (c) All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or thereinduties, unless the deduction or withholding is required by law, in which case the Selling Shareholder 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. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not to take any action that would require the filing of any prospectus or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter as follows: (a) To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object. Any free writing prospectus prepared, used or referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act. (b) The 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 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) The 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 the Selling Shareholder 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 the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or thereinduties, unless the deduction or withholding is required by law, in which case the Selling Shareholder 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. The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) Not to take any action that would require the filing of any prospectus Whether or other offering documentation with the AFM, Euronext Amsterdam or other Dutch regulatory body that in each case could prevent, delay, suspend or otherwise adversely affect the consummation of not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, the Selling Shareholder agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including the fees, disbursements and expenses of the counsel for the Selling Shareholder and all other costs and expenses incident to the performance of the obligations of the Selling Shareholder hereunder for which provision is not otherwise made in this Section. The provisions of this Section 8(e) shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. (f) If any sum payable by the Selling Shareholder under this Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax.