Common use of Covenants of the Selling Shareholders Clause in Contracts

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that will deliver to each Underwriter (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Actagent), and prior to or at the Closing Date Form an executed Internal Revenue Service Form W-9 or W-8BEN (ii) it will not distribute any written materials or, in connection with the offer or sale case of Kinove Holdings, Form W-8 IMY in the Sharesform of Exhibit G hereto). (b) Not Such Selling Shareholder agrees that it will not make any offer relating to take any action the Shares 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 constitute a free writing prospectus prepared by or on behalf without the consent of the Underwriters that the Underwriters otherwise would Representatives, which will not have been required to file thereunderbe unreasonably withheld or delayed. (c) During the period when delivery of a Prospectus (or, or in lieu thereof, thereof the notice referred to under in Rule 173(a) under of the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters Representatives promptly, and will confirm such advice in writing to the UnderwritersRepresentatives, of any material change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not takeagrees that all amounts payable hereunder by such Selling Shareholder to each Underwriter shall be paid free and clear of, directly and without any deduction or indirectlywithholding for or on account of, any action designed current or future taxes, levies, imposts duties, charges or other deductions or withholdings, including any interest and penalty, levied in any jurisdiction, unless such deduction or withholding is required by applicable law, in which event the Company will pay such additional amounts so that the relevant Underwriter entitled to cause such payment will receive the amount that such Underwriter would otherwise have received but for such deduction or result inwithholding, except that no such additional amounts shall be payable in relation to any payments to be made by such Selling Shareholder hereunder to each Underwriter where such deduction or withholding would not have been so imposed but for the existence of any present or former connection between such Underwriter and the jurisdiction imposing such deduction or withholding, including, without limitation, such Underwriter being or having been resident thereof, or that has constituted being or might reasonably be expected to constitutehaving been engaged in trade or business or presence therein, the stabilization or manipulation of the price of any securities of the Companyhaving or having had a permanent establishment therein. (e) Each Such 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 be paid in connection with the initial delivery of the Shares sold by such Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Shareholder to the Underwriters, and the execution, delivery and performance of this Agreement by such Selling Shareholder. Any subsequent Transfer Taxes payable on any transfer subsequent to the delivery of the Shares in accordance with Section 6 hereof shall not be the responsibility of such Selling Shareholder.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, Shareholder covenants with each Underwriter as follows: (a) Issuer Free Writing Prospectuses. Such Selling Shareholder agrees that (i) that, unless it obtains the prior written consent of the Representatives, it will not prepare, make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or have prepared on its behalf, or use or refer to, any that would otherwise constitute a “free writing prospectus,” (or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule C-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. Such Selling Shareholder represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 405 under the Securities Act)433, and (ii) that it has complied and will not distribute any written materials in connection comply with the offer or sale applicable requirements of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file Rule 433 with respect thereto, including timely filing with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (orwhere required, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such legending and record keeping. Such Selling Shareholder will advise the Underwriters Representatives promptly, and if requested by the Representatives, will confirm such advice in writing writing, during the period when a prospectus relating to the UnderwritersSecurities is required by the 1933 Act to be delivered (whether physically or through compliance with Rule 172 under the 1933 Act or any similar rule), of any change in the information relating to such Selling Shareholder Shareholders Information in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constituteGeneral Disclosure Package, the stabilization Prospectus and any amendments or manipulation of the price of any securities of the Companysupplements thereto relating to such Selling Shareholder. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Each Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters each Underwriter (or its agent), prior to or at the Closing Date Date, a properly completed and executed United States Treasury Department Internal Revenue Service (“IRS”) Form W-8 W-9 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)an IRS Form W-8, as appropriate, together with all required attachments to such form. (fb) Each Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any additional documentation necessary to comply with 31 CFR § 1010.230. (c) All sums payable by the Company or 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, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder, 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. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholders agrees Shareholder is obliged to deliver pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the Underwriters prior sum payable hereunder pay an amount equal to any applicable value added or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriterssimilar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants and agrees with each Underwriter the several Underwriters and the Company as follows: (a) Such If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, such Selling Shareholder agrees that (i) it will not preparecooperate to the extent necessary to cause the Registration Statement to become effective at the earliest possible time; and such Selling Shareholder will do and perform all things to be done and performed by such Selling Shareholder prior to each Closing Date, pursuant to this Agreement or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), Irrevocable Power of Attorney and (ii) it will not distribute any written materials in connection with the offer or sale of the SharesCustody Agreement. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters Custodian on or prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in lieu thereof). (fc) Each Such Selling Shareholder will pay all federal and other taxes, if any, on the transfer or sale of the Shares being sold by such Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Shareholder to the Underwriters. (d) For a period of 180 days after the date of the Prospectus, such Selling Shareholder will not, without the prior written consent of Xxxxx, directly or indirectly, offer, sell, transfer, or pledge, contract to sell, transfer or pledge or cause or in any way permit to be sold, transferred, pledged or otherwise disposed of any: (i) shares of Common Stock; (ii) rights to purchase shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and shares of Common Stock that may be issued upon exercise of a stock option, warrant or other convertible security); or (iii) securities that are convertible or exchangeable into shares of Common Stock. (e) Such Selling Shareholder will furnish any documents, instruments or other information which the Representatives may reasonably request in connection with the sale and transfer of the Shares to the Underwriters.

Covenants of the Selling Shareholders. Each Selling ------------------------------------- Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants and agrees with each Underwriter the several Underwriters and the Company as follows: (a) Such If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, such Selling Shareholder agrees that (i) it will not preparecooperate to the extent necessary to cause the Registration Statement to become effective at the earliest possible time; and such Selling Shareholder will do and perform all things to be done and performed by such Selling Shareholder prior to each Closing Date, pursuant to this Agreement or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), Durable Power of Attorney and (ii) it will not distribute any written materials in connection with the offer or sale of the SharesCustody Agreement. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters Custodian on or prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in lieu thereof). (fc) Each Such Selling Shareholder will pay all federal and other taxes, if any, on the transfer or sale of the Shares being sold by such Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Shareholder to the Underwriters. (d) For a period of 90 days after the date of the Prospectus, such Selling Shareholder will not, without the prior written consent of Xxxxx, directly or indirectly, offer, sell, transfer, or pledge, contract to sell, transfer or pledge or cause or in any way permit to be sold, transferred, pledged or otherwise disposed of any: (i) shares of Common Stock; (ii) rights to purchase shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and shares of Common Stock that may be issued upon exercise of a stock option, warrant or other convertible security); or (iii) securities that are convertible or exchangeable into shares of Common Stock. (e) Such Selling Shareholder will furnish any documents, instruments or other information which the Representatives may reasonably request in connection with the sale and transfer of the Shares to the Underwriters.

Covenants of the Selling Shareholders. Each In further consideration of the agreements of the Underwriters herein contained, each of the Selling Shareholder, in addition to its other agreements and obligations hereunder, Shareholders severally and not jointly, jointly covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, to pay or cause to be paid (i) it will not prepareall taxes, or have prepared if any, on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), transfer and sale of the Shares being sold by such Selling Shareholder and (ii) it will not distribute any written materials in connection with all expenses incident to the offer or sale delivery of the SharesShares and the fees and expenses of counsel and accountants for such Selling Shareholder; provided that the provisions of this Section 8(a) and Section 7(h) shall not in any way affect any agreement between the Company and the Selling Shareholders with respect to the payment of expenses. (b) Not Such Selling Shareholder has carefully reviewed the Registration Statement and will carefully review, promptly upon receipt, each amendment thereto provided to take such Selling Shareholder. At any action that would result in an Underwriter time during the period from the date hereof through the Closing Date or the Company being required to file with Option Closing Date, in the Commission pursuant to Rule 433(d) case of an Option Selling Shareholder, if there is any change in the information in the Registration Statement as set forth under the Securities Act a free writing prospectus prepared by or on behalf caption "Principal and Selling Shareholders" (including the notes thereto) that specifically relate to such Selling Shareholder, such Selling Shareholder will immediately notify the Company of the Underwriters that the Underwriters otherwise would not have been required to file thereundersuch change. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Such Selling Shareholder will advise shall cooperate fully with the Underwriters promptly, and will confirm Company in supplying such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder and the Shares as the Company may reasonably request for use in preparation of the Registration StatementStatement and all other documents reasonably necessary or desirable in connection with the offering of Shares. In addition, the Time of Sale Prospectus or the Prospectus. (d) Such such Selling Shareholder will not takeshall furnish to the Company (or, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of at the Company. (e) Each of the Selling Shareholders agrees to deliver 's request, to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form parties) such further certificates and documents confirming the representations and warranties contained herein, or statement specified by Treasury Department regulations in lieu thereof)with respect to related matters, as the Company may reasonably request. (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each of the Selling Shareholder, in addition to its other agreements and obligations hereunderShareholders, severally and not jointly, covenants covenant and agree with each Underwriter the several Underwriters and the Company as follows: (a) Such If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, the Selling Shareholder agrees that (i) it will not preparecooperate to the extent necessary to cause the Registration Statement to become effective at the earliest possible time; and the Selling Shareholder will do and perform all things to be done and performed by such Selling Shareholder prior to each Closing Date, pursuant to this Agreement or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), Power of Attorney and (ii) it will not distribute any written materials in connection with the offer or sale of the SharesCustody Agreement. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such The Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters Custodian on or prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in lieu thereof). (fc) Each The Selling Shareholder will pay all federal and other taxes, if any, on the transfer or sale of the Shares. (d) For a period of 90 days after the date of the Prospectus, the Selling Shareholders agrees will not, without the prior written consent of Cleaxx Xxxl, directly or indirectly, offer, sell, transfer or pledge, contract to deliver sell, transfer or pledge, or cause or in any way permit to be sold, transferred, pledged or otherwise disposed of, any: (i) shares of Common Stock; (ii) rights to purchase shares of Common Stock (including, without limitation, shares of Common Stock that may be issued upon exercise of a stock option, warrant or other convertible security); or (iii) securities that are convertible or exchangeable into shares of Common Stock, except that the Selling Shareholders may, during such 90-day period, make bona fide gifts of Common Stock to donees who agree in writing with the Underwriters to be subject to the Underwriters prior to same restrictions as set forth herein. (e) The Selling Shareholder will furnish any documents, instruments or at other information that the Closing Date a certificate satisfying Representative may reasonably request in connection with the beneficial ownership due diligence requirements sale and transfer of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Shares to the Underwriters. (f) If the sale to the Underwriters of the Firm Shares is not consummated for any reason other than termination of this Agreement pursuant to Section 12 hereof or pursuant to Section 14(b) or 14(d) hereof, without limiting any other rights the Underwriters may have, the Company and/or the Selling Shareholders agree to reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Shares, and the provisions of Sections 8 and 11 hereof shall at all times be effective and apply. The Selling Shareholders

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Each Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters each Underwriter (or its agent), prior to or at the Closing Date Date, a properly completed and executed United States Treasury Department Internal Revenue Service (“IRS”) Form W-8 W-9 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)an IRS Form W-8, as appropriate, together with all required attachments to such form. (fb) Each 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 each 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, 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. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where a 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) The Selling Shareholders agrees to deliver 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 or (ii) the sale and delivery of the Additional Shares to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to purchasers procured by the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Prior to the Closing Date and each Option Closing Date, such Selling Shareholder will deposit, or cause to be deposited on such Selling Shareholder’s behalf, Ordinary Shares with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise to comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Ordinary Shares and delivered to the Underwriters at such Closing Date or Option Closing Date, as the case may be. (b) Such Selling Shareholder agrees that (i) it will not prepare(and will cause its affiliates not to) take, directly or have prepared on its behalf, or use or refer toindirectly, any action which is designed to or which constitutes or which would 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 ADSs. (c) Such Selling Shareholder will indemnify and hold each of the Underwriters harmless against any documentary, stamp or similar issuance or transfer taxes, duties or fees and any transaction levies, commissions or brokerage charges, including any interest and penalties, which are or may be required to be paid in connection with the creation, allotment, issuance, offer and distribution of the ADSs to be sold by such Selling Shareholder and the execution and delivery of this Agreement. (d) Such Selling Shareholder will pay or cause to be paid all taxes, if any, on the transfer and sale of the ADSs being sold by such Selling Shareholder. (e) Such Selling Shareholder will not, at any time after the execution of this Agreement, offer or sell any Shares or ADSs by means of any “free writing prospectus” (as defined in Rule 405 under within the meaning of the Securities Act), and or use any “prospectus” (iiwithin the meaning of the Securities Act) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (orADSs, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or each case other than the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (ef) Each of the Selling Shareholders agrees to deliver to the Underwriters Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that It will deliver to each Underwriter (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Actagent), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date Date, a properly completed and executed United States Treasury Department Internal Revenue Service (“IRS”) Form W-8 W-9 or W-9 an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) It will deliver to each Underwriter (or its agent), prior to or on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners or Legal Entity Customers, in the form furnished or to be furnished by the Representatives, together with copies of identifying documentation, and it 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 Company or any of 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 applicable 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 (excluding additional amounts in respect of any deduction or withholding imposed (i) due to the existence of any present or former connection between the payee and the taxing jurisdiction other applicable than the mere entering into of this Agreement or receipt of payments hereunder, (ii) in respect of any payment for services rendered in Canada by the payee or its affiliates, or (iii) as a result of a failure by the payee to provide any form or statement specified certificate that, in each case, was timely and reasonably requested by Treasury Department regulations in lieu thereofthe payor and would have reduced or eliminated such deductions or withholding). (fd) Each All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, 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 agrees to deliver Shareholder, as the case may be, shall in addition to the Underwriters prior sum payable hereunder pay an amount equal to any applicable value added or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriterssimilar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants and agrees with each Underwriter the several Underwriters and the Company as follows: (a) Such If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, such Selling Shareholder agrees that (i) it will not preparecooperate to the extent necessary to cause the Registration Statement to become effective at the earliest possible time; and such Selling Shareholder will do and perform all things to be done and performed by such Selling Shareholder prior to each Closing Date, pursuant to this Agreement or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), Durable Power of Attorney and (ii) it will not distribute any written materials in connection with the offer or sale of the SharesCustody Agreement. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters Custodian on or prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in lieu thereof). (fc) Each Such Selling Shareholder will pay all federal and other taxes, if any, on the transfer or sale of the Shares being sold by such Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Shareholder to the Underwriters. (d) For a period of 90 days after the date of the Prospectus, such Selling Shareholder will not, without the prior written consent of Bairx, xxrectly or indirectly, offer, sell, transfer, or pledge, contract to sell, transfer or pledge or cause or in any way permit to be sold, transferred, pledged or otherwise disposed of any: (i) shares of Common Stock; (ii) rights to purchase shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and shares of Common Stock that may be issued upon exercise of a stock option, warrant or other convertible security); or (iii) securities that are convertible or exchangeable into shares of Common Stock. (e) Such Selling Shareholder will furnish any documents, instruments or other information which the Representatives may reasonably request in connection with the sale and transfer of the Shares to the Underwriters.

Covenants of the Selling Shareholders. Each In further consideration of the agreements of the Underwriters herein contained, each of the Selling Shareholder, in addition to its other agreements and obligations hereunder, Shareholders severally and not jointly, jointly covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, to pay or cause to be paid (i) it will not prepareall taxes, or have prepared if any, on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), transfer and sale of the Shares being sold by such Selling Shareholder and (ii) it will not distribute any written materials in connection with such Selling Shareholder's pro rata share (determined by dividing the offer or sale number of Shares sold by such Selling Shareholder by the total number of Shares sold by all Sellers) of all costs and expenses incident to the performance of the Sharesobligations of such Selling Shareholder under this Agreement, including, but not limited to, all expenses enumerated in Section 7(h) above, all expenses incident to the delivery of the Shares and the fees and expenses of counsel and accountants for such Selling Shareholder. (b) Not Such Selling Shareholder has carefully reviewed the Registration Statement and will carefully review, promptly upon receipt, each amendment thereto provided to take such Selling Shareholder. At any action time during the period from the date hereof through the Closing Date, if there is any change in the information in the Registration Statement, including the tables and notes thereto that would result in an Underwriter or specifically relate to such Selling Shareholder, such Selling Shareholder will immediately notify the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereundersuch change. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Such Selling Shareholder will advise shall cooperate fully with the Underwriters promptly, and will confirm Company in supplying such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder and the Shares as the Company may reasonably request for use in preparation of the Registration StatementStatement and all other documents reasonably necessary or desirable in connection with the offering of Shares. In addition, the Time of Sale Prospectus or the Prospectus. (d) Such such Selling Shareholder will not takeshall furnish to the Company (or, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of at the Company. (e) Each of the Selling Shareholders agrees to deliver 's request, to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form parties) such further certificates and documents confirming the representations and warranties contained herein, or statement specified by Treasury Department regulations in lieu thereof)with respect to related matters, as the Company may reasonably request. (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants and agrees with each Underwriter as follows: (a) Such Selling Shareholder agrees that To deliver to each Underwriter (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Actagent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (ii“IRS”) it will not distribute any written materials in connection Form W-9, IRS Form W-8, IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8IMY, as appropriate, together with the offer or sale of the Sharesall required attachments to such form, establishing a complete exemption from United States backup withholding tax. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted would constitute or that might reasonably be expected to constitute, cause or result in the stabilization or manipulation of the price of any securities security of the CompanyCompany to facilitate the sale or resale of the ADSs. (c) To indemnify and hold harmless the Underwriters against any transaction, stamp, capital or other issuance, registration, transfer, withholding, or other similar taxes or duties, including any interest and penalties, on (i) the deposit with the Depositary and the custodian under the Deposit Agreement of the Shares represented by the ADSs by such Selling Shareholder against the issuance of American Depositary Receipts evidencing the ADSs, (ii) the initial resale and delivery of the ADSs of such Selling Shareholder by the Underwriters in the manner contemplated herein outside the PRC, and (iii) on the execution and delivery of, and the performance of the obligations of such Selling Shareholder under, this Agreement or the Custody Agreement if such Selling Shareholder has entered into, and is a party to, the Custody Agreement. (d) All payments to be made by such Selling Shareholder hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless such Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, such Selling Shareholder shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made, except, to the extent of withholding or other taxes that would not have been imposed but for (i) a present or former connection between the recipient of such payment and the applicable taxing jurisdiction other than a connection arising solely from such recipient having executed, delivered or performed its obligations, or received a payment, under this Agreement or from the enforcement of this Agreement, or (ii) a failure of an Underwriter to use reasonable efforts to timely provide information or notifications reasonably requested by such Selling Shareholder that is in the possession of such Underwriter and would have reduced or eliminated such withholding or tax, provided that no such information or notification shall be required to be provided to the extent such Underwriter believes, in its reasonable discretion, that providing it would result in any breach of fiduciary duty, duty of confidentiality or applicable law. (e) Each of the Selling Shareholders agrees Prior to deliver to the Underwriters prior to or at the Closing Date a properly completed or each Option Closing Date, as the case may be, to deposit, or cause to be deposited on such Selling Shareholder’s behalf, Shares with the Depositary in accordance with the Deposit Agreement and executed United States Treasury Department Form W-8 or W-9 (or other otherwise to comply with the terms of the Deposit Agreement so that the American Depositary Shares will be issued by the Depositary and delivered to each Underwriter’s participant account in DTC, pursuant to this Agreement on the Closing Date and each applicable form or statement specified by Treasury Department regulations in lieu thereof)Option Closing Date. (f) Each If the direct or indirect owners or controlling persons of such Selling Shareholder is a PRC resident or PRC citizen, the Selling Shareholders agrees Shareholder will use its best efforts to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form comply with any applicable SAFE rules, including, without limitation, completing any registration and substance reasonably satisfactory to the Underwritersother procedures required under applicable SAFE rules.

Covenants of the Selling Shareholders. Each In further consideration of the agreements of the Underwriters herein contained, each of the Selling Shareholder, in addition to its other agreements and obligations hereunder, Shareholders severally and not jointly, jointly covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, to pay or cause to be paid (i) it will not prepareall taxes, or have prepared if any, on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), transfer and sale of the Shares being sold by such Selling Shareholder and (ii) it will not distribute any written materials in connection with all expenses incident to the offer or sale delivery of the SharesShares and the fees and expenses of counsel and accountants for such Selling Shareholder; provided that the provisions of this Section 8(a) and Section 7(h) shall not in any way affect any agreement between the Company and the Selling Shareholders with respect to the payment of expenses. (b) Not Such Selling Shareholder has carefully reviewed the Registration Statement and will carefully review, promptly upon receipt, each amendment thereto provided to take such Selling Shareholder. At any action time during the period from the date hereof through the Closing Date or an Option Closing Date, in the case of an Option Selling Shareholder, if there is any change in the information in the Registration Statement as set forth under the caption "Principal and Selling Shareholders" (including the notes thereto) that would result in an Underwriter or specifically relate to such Selling Shareholder, such Selling Shareholder will immediately notify the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereundersuch change. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Such Selling Shareholder will advise shall cooperate fully with the Underwriters promptly, and will confirm Company in supplying such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder and the Shares as the Company may reasonably request for use in preparation of the Registration StatementStatement and all other documents reasonably necessary or desirable in connection with the offering of Shares. In addition, the Time of Sale Prospectus or the Prospectus. (d) Such such Selling Shareholder will not takeshall furnish to the Company (or, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of at the Company. (e) Each of the Selling Shareholders agrees to deliver 's request, to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form parties) such further certificates and documents confirming the representations and warranties contained herein, or statement specified by Treasury Department regulations in lieu thereof)with respect to related matters, as the Company may reasonably request. (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that Each Seller will deliver to each Underwriter (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Actagent), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date Date, a properly completed and executed United States Treasury Department Internal Revenue Service (“IRS”) Form W-8 W-9 or W-9 an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Seller will deliver to each Underwriter (or its agent), prior to or on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners or Legal Entity Customers, in the form furnished or to be furnished by the Representatives, 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 the Company or any of 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 applicable 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 (excluding additional amounts in respect of any deduction or withholding imposed (i) due to the existence of any present or former connection between the payee and the taxing jurisdiction other applicable than the mere entering into of this Agreement or receipt of payments hereunder, (ii) in respect of any payment for services rendered in Canada by the payee or its affiliates, or (iii) as a result of a failure by the payee to provide any form or statement specified certificate that, in each case, was timely and reasonably requested by Treasury Department regulations in lieu thereofthe payor and would have reduced or eliminated such deductions or withholding). (fd) Each All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, 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 agrees to deliver Shareholder, as the case may be, shall in addition to the Underwriters prior sum payable hereunder pay an amount equal to any applicable value added or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriterssimilar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition on a several and not a joint and several basis, and only as to itself with respect to its other agreements and obligations hereunder, severally and not jointlyShares, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Each Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters each Underwriter (or its agent), prior to or at the Closing Date Date, a properly completed and executed United States Treasury Department Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)appropriate to its circumstances, together with all required attachments to such form. (fb) Each Selling Shareholder will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance, capital gains, income, withholding or other taxes, including any interest and penalties, on (A) the execution, delivery and performance of this Agreement, (B) the issuance and delivery of the Selling Shareholders agrees to deliver to Shares in the manner contemplated by this Agreement and the Time of Sale Prospectus and (C) the sale and delivery by the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network Shares as contemplated herein and in the Time of Sale Prospectus. All indemnity payments to be made by such Selling Shareholder hereunder in respect of this Section 8(b) shall be made without withholding or deduction for or on account of any present or future Cayman Islands or Irish taxes, duties or governmental shares whatsoever unless such Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, and except for any net income, capital gains or franchise taxes imposed on the Underwriters by the Cayman Islands, Ireland or the United States or any political subdivision or taxing authority thereof or therein as a result of any present or former connection (“FinCEN”other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, such Selling Shareholder shall pay such additional amounts as may be necessary in form and substance reasonably satisfactory order to ensure that the Underwritersnet amounts received after such withholding or deductions shall equal the amounts that would have been received if no withholding or deduction has been made.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants and agrees with each Underwriter the several Underwriters as follows: (a) Such If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, such Selling Shareholder agrees that (i) it will not preparecooperate to the extent necessary to cause the Registration Statement to become effective at the earliest possible time; and such Selling Shareholder will do and perform all things to be done and performed by such Selling Shareholder prior to each Closing Date, pursuant to this Agreement or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), Custody Agreement and (ii) it will not distribute any written materials in connection with the offer or sale Power of the SharesAttorney. (b) Not Such Selling Shareholder agrees to take any action that would result deliver to the Custodian on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderlieu thereof). (c) During Such Selling Shareholder will pay all federal and other taxes, if any, on the transfer or sale of the Shares being sold by such Selling Shareholder to the Underwriters and all other costs and expenses incidental to the performance by such Selling Shareholders of its obligations hereunder. (d) Each Selling Shareholder hereby agrees that, without the prior written consent of Xxxxx on behalf of the Underwriters, it will not, during the period when ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any 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 or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the 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 a Prospectus (orCommon Stock or such other securities, in lieu thereofcash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (c) transactions by a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions within such 90 day period, (d) transfers by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (e) distributions by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to limited partners or Shareholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder 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 in respect of the transfer or distribution during the 90 restricted period. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the notice referred registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Shareholder consents to under Rule 173(athe entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) under during the Securities Actlast 17 days of the 90 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) is required under prior to the Securities Actexpiration of the 90 day restricted period, such the Company announces that it will release earnings results during the 16 day period beginning on the last day of the 90 day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. (e) Such Selling Shareholder will advise the Underwriters you promptly, and if requested by you, will confirm such advice in writing writing, so long as delivery of a prospectus relating to the UnderwritersShares by an underwriter or dealer may be required under the Act, of (i) any material adverse change, or any development involving a prospective material adverse change, known to such Selling Shareholder, in the business, operations, properties, prospects, management, condition (financial or other) or results of operations of the Company and the Subsidiaries taken as a whole, (ii) any change in information in the Registration Statement or the Prospectus relating to information concerning such Selling Shareholder or (iii) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the ProspectusShareholder. (df) Such Selling Shareholder will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or that has constituted or might reasonably be expected to constituteotherwise, the stabilization or manipulation of the price of any securities security of the CompanyCompany to facilitate the sale or resale of the Shares. (eg) Each Such Selling Shareholder will furnish any documents, instruments or other information which the Representatives may reasonably request in connection with the sale and transfer of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Shares to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants and agrees with each Underwriter the several Underwriters and the Company as follows: (a) Such If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, such Selling Shareholder agrees that (i) it will not preparecooperate to the extent necessary to cause the Registration Statement to become effective at the earliest possible time; and such Selling Shareholder will do and perform all things to be done and performed by such Selling Shareholder prior to each Closing Date, pursuant to this Agreement or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), Durable Power of Attorney and (ii) it will not distribute any written materials in connection with the offer or sale of the SharesCustody Agreement. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters Custodian on or prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in lieu thereof). (fc) Each Such Selling Shareholder will pay all federal and other taxes, if any, on the transfer or sale of the Shares being sold by such Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Shareholder to the Underwriters. (d) For a period of 180 days after the date of the Prospectus, such Selling Shareholder will not, without the prior written consent of Bairx, xxrectly or indirectly, offer, sell, transfer, or pledge, contract to sell, transfer or pledge or cause or in any way permit to be sold, transferred, pledged or otherwise disposed of any: (i) Common Shares; (ii) rights to purchase Common Shares (including, without limitation, Common Shares that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and Common Shares that may be issued upon exercise of a stock option, warrant or other convertible security); or (iii) securities that are convertible or exchangeable into Common Shares. (e) Such Selling Shareholder will furnish any documents, instruments or other information which the Representatives may reasonably request in connection with the sale and transfer of the Shares to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements Shareholder hereby covenants and obligations hereunder, severally and not jointly, covenants agrees with each Underwriter as follows: (ai) Such Selling Shareholder agrees that (i) it will not preparenot, without the prior written consent of Saloxxx Xxxxx Xxxney Inc., offer, sell, contract to sell, pledge or otherwise dispose of, or have prepared on its behalfparticipate in the filing of a registration statement with the Commission in respect of, or use establish or refer increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any “free shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Agreement, other than shares of Common Stock disposed of as bona fide gifts to doneees who agree in writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of Underwriters to the Sharesforegoing restrictions on sale. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (dii) Such Selling Shareholder will not take, directly or indirectly, take any action designed to cause or result in, or that which has constituted or which might reasonably be expected to constitutecause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any securities security of the CompanyCompany to facilitate the sale or resale of the Securities. (eiii) Each Such Selling Shareholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of the Selling Shareholders agrees to deliver a prospectus relating to the Underwriters prior Securities by an underwriter or dealer may be required under the Act, if it becomes aware of (A) any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties, (B) any change in information in the Registration Statement or the Prospectus relating to such Selling Shareholder or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (fC) Each of the Selling Shareholders agrees to deliver any new material information relating to the Underwriters prior Company or relating to or at any matter stated in the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory Prospectus which comes to the Underwritersattention of such Selling Shareholder.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, Shareholder covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that To deliver to each Underwriter (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Actagent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (ii“IRS”) it will not distribute any written materials in connection Form W-9 or an IRS Form W-8, as appropriate, together with the offer or sale of the Sharesall required attachments to such form. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder.[Reserved] (c) During Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the period when delivery stabilization or manipulation of a Prospectus the price of any security of the Company to facilitate the sale or resale of the ADSs. (or, in lieu thereof, the notice referred to under Rule 173(ad) under the Securities Act) is required under the Securities Act, such Such Selling Shareholder will advise agrees to notify promptly the Underwriters promptly, Company and will confirm such advice in writing to the Underwriters, Representatives of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus and the Prospectus at any time prior to the date on which the distribution of the ADSs as contemplated herein and in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been completed, as determined by the Representatives. (e) Such Selling Shareholder agrees not to, at any time at or after the execution of this Agreement, directly or indirectly, offer or sell any Shares or ADSs of the Company by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares or ADSs, in each case other than the Prospectus. (df) Such Selling Shareholder will agrees to pay or cause to be paid all transaction, stamp, issuance, registration, documentary or similar taxes, if any, on the transfer and sale of the ADSs being sold by such Selling Shareholder. All payments to be made hereunder by each Selling Shareholder shall be paid free and clear of and without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless such Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, such Selling Shareholder shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made, except to the extent of withholding or deduction that would not takehave been imposed but for (i) a present or former connection between recipient and the jurisdiction imposing such taxes, directly or indirectly, any action designed to cause or other than as a result inof this Agreement and the transactions contemplated hereunder, or that has constituted (ii) a failure to comply with a reasonable request for identification, documentation or might reasonably certification required in order to reduce or eliminate such withholding. In addition, all sums payable to an Underwriter hereunder shall be expected to constitute, the stabilization or manipulation of the price considered exclusive of any securities value added or similar taxes. Where such Selling Shareholder is obliged to pay value added or similar tax 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 such tax. For the avoidance of doubt the CompanyUnderwriters will be responsible for the payment of New York State Stock Transfer Tax and any related reporting requirements. (eg) Each [Reserved] (h) Such Selling Shareholder agrees to pay or cause to be paid (i) any underwriting discount and commissions payable in connection with the ADSs sold by such Selling Shareholder; (ii) the fees and disbursements of their respective counsel; and (iii) any and all costs and expenses charged by the Depositary in connection with the conversion of the Shares sold by such Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)Shareholder into ADSs. (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each The Selling ShareholderShareholders hereby jointly and severally covenant to the Underwriters, in addition to its other agreements the Purchasers and obligations hereunder, severally their respective permitted assigns and not jointly, acknowledge that each of them is relying on such covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer purchase of the Secondary Shares, that the Selling Shareholders shall: (i) allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require to be conducted prior to the Closing Date; (ii) duly execute and deliver the Subscription Agreements at the Closing Time and shall comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Selling Shareholders; (iii) fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions applicable to them set out in Section 6; (iv) ensure that the Secondary Shares shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements; (v) in connection with the sale of the Secondary Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to , execute and file with the Commission Securities Regulators all forms, notices and certificates required to be filed pursuant to Rule 433(d) under the Canadian Securities Act a free writing prospectus prepared Laws in the time required by or on behalf of the applicable Canadian Securities Laws, including, for greater certainty, all forms, notices and certificates set forth in the opinions delivered to the Underwriters that the Underwriters otherwise would not have been pursuant to Section 6 of this Agreement required to file thereunder.be filed by the Selling Shareholders; and (cvi) During for a period of 150 days from the period when delivery of a Prospectus (orClosing Date, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of not sell any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any additional securities of the Company. Company without the prior written consent of Sprott (e) Each of the Selling Shareholders agrees such consent not to deliver to the Underwriters prior to or at be unreasonably withheld), acting reasonably except in conjunction with a trade occurring 30 Business Days after the Closing Date completed at a properly completed and executed United States Treasury Department Form W-8 price per Common Share of $6.00 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)greater. (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that has duly executed and delivered to the Representatives a “lock‑up” agreement substantially in the form of Exhibit A hereto (i) it will not prepare, or with any such modifications as the Representatives shall have prepared on its behalf, or use or refer previously agreed to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters Representatives, prior to or at the Closing Date Date, a properly completed and executed United States Treasury Department Internal Revenue Service (“IRS”) Form W-8 W-9 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)an IRS Form W-8, as appropriate, together with all required attachments to such form. (fc) Each Such Selling Shareholder will deliver to the Representatives, 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 such Selling Shareholder undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with the verification of the foregoing certification. (d) All sums payable by the Company or the Selling Shareholders agrees 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 Shareholder, 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. (e) All sums payable to deliver an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, 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 Shareholder, as the case may be, shall in addition to the Underwriters prior sum payable hereunder pay an amount equal to any applicable value added or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriterssimilar tax.