Common use of Covenants of the Selling Stockholders Clause in Contracts

Covenants of the Selling Stockholders. Each of the Selling Stockholders covenants and agrees with each Underwriter as follows: (a) Such Selling Stockholder will notify the Underwriter promptly, and will, if requested, confirm such notification in writing of becoming aware of the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (b) If, at any time when the Final Offering Circular relating to the Shares is required to be delivered under the Securities Act, such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained a waiver or release from the Company.

Covenants of the Selling Stockholders. Each of Selling Stockholder, severally and not jointly with the other Selling Stockholders Stockholders, covenants and agrees with each to the Underwriter as follows: (a) Such Selling Stockholder will notify has or shall furnish to the Underwriter on or prior to the date hereof, a “lock-up” agreement in substantially the form of Exhibit A hereto, which lock-up agreement shall be duly authorized, executed and delivered by such Selling Stockholder. (b) Each Selling Stockholder agrees to advise the Underwriter promptly, and will, if requestedrequested by the Underwriter, confirm such notification advice in writing writing, so long as delivery of becoming aware of the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (b) If, at any time when the Final Offering Circular a prospectus relating to the Shares is by an underwriter or dealer may be required to be delivered under the Securities Act, such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, change in information contained in the reasonable judgment Registration Statement, the Time of counsel to such Selling Stockholder or counsel to either the Company Sale Prospectus or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, Prospectus that such Selling Stockholder’s agreement in this Section 6(b) shall only apply relates to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (c) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and such Selling Stockholder will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the Underwriter (or, if later, at any the time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, stated in the light of the circumstances existing at that subsequent time, not misleadingnotice), such Selling Stockholder has or will promptly notify will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(cother provisions of Rule 102 (as interpreted by the Commission) shall only apply to such Selling Stockholder’s Selling Stockholder Informationdid apply. (d) Such Selling Stockholder will not directly shall deliver to the Underwriter prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or indirectly use Form W-9 (if the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to Selling Stockholder is a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction RegulationsUnited States person). (e) Such Selling Stockholder will shall not at prepare or have prepared on its behalf or use or refer to, any time“prospectus” (within the meaning of the Securities Act), directly or indirectly, take any action intendedother than the Prospectus, or which might reasonably be expected, to cause any free writing prospectus or result in, Testing-the-Waters Communication in connection with the offer or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained a waiver or release from the Company.

Covenants of the Selling Stockholders. (a) Each of Selling Stockholder covenants with the Selling Stockholders covenants and agrees with each Underwriter as follows: (ai) Such Selling Stockholder will notify advise the Underwriter promptly, and will, if requested, confirm promptly upon such notification in writing of becoming aware of the occurrence Selling Stockholder obtaining actual knowledge of any event that in the judgment of such Selling Stockholder makes during any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances period in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (b) If, at any time when the Final Offering Circular a prospectus relating to the Shares is required to be delivered under the Securities Act, such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, wouldAct which, in the reasonable judgment of counsel such Selling Stockholder, would require the making of any change in the Selling Stockholder Information relating to such Selling Stockholder or counsel to either so that the Company or the Underwriter, Prospectus would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. (ii) Such Selling Stockholder will pay all federal and other taxes, or if any, on the Offering Statement, as then amended or supplemented, would, in transfer and sale of the reasonable judgment of counsel to Shares being sold by such Selling Stockholder or counsel to either the Company or the Underwriter. The Selling Stockholder will deliver to Jefferies on or prior to the first Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form in lieu thereof). (b) The Shares to be sold by such Selling Stockholder, include any untrue statement represented by the certificates on deposit with the Custodian pursuant to the Custody Agreement of a material fact or omit such Selling Stockholder, are subject to state a material fact necessary to make the statements therein not misleadinginterest of the Underwriter and for the purpose of completing the transaction contemplated by the Agreement; the arrangements made for such custody are, or if for any other reason it is necessary, except as specifically provided in the reasonable judgment Custody Agreement, irrevocable; and the obligations of counsel to such Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or counsel to either in the Company or the UnderwriterCustody Agreement, at by any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, that act of such Selling Stockholder’s agreement in this Section 6(b) shall only apply to , by operation of law, whether by the liquidation, dissolution or merger of such Selling Stockholder’s , by the death of such Selling Stockholder, or by the occurrence of any other event. If any Selling Stockholder Information. Such Selling Stockholder consents should liquidate, dissolve or be a party to a merger or if any other such event should occur before the use delivery of the Final Offering Circular or any amendment or supplement thereto Shares hereunder, certificates for the Shares deposited with the Custodian shall be delivered by the UnderwriterCustodian in accordance with the terms and conditions of this Agreement as if such liquidation, and dissolution, merger or other event had not occurred, whether or not the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements theretoCustodian shall have received notice thereof. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Such Selling Stockholder has or will promptly notify the Underwriter in writing not taken and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any timetake, directly or indirectly, take any action intended, designed to or which might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of any security of the Shares Company to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained a waiver or release from the Company.

Covenants of the Selling Stockholders. Each of the Selling Stockholders --------- ------------------------------------- Stockholder covenants and agrees with each Underwriter as follows: (a) Such Selling Stockholder will notify the Underwriter promptly, and willpay all taxes, if requestedany, confirm such notification in writing of becoming aware on the transfer and sale of the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order Shares to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that be sold by such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (b) If, at any time when the Final Offering Circular relating to the Shares is required to be delivered under the Securities Act, such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and Regulations, such Such Selling Stockholder will promptly notify comply with all reasonable requests of the Underwriter; providedCompany to cause the Registration Statement to become effective, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s do and perform all things to be done and performed by the Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, hereunder prior to the Closing Time and, as if applicable, any Subsequent Closingthe Date of Delivery, a copy and to satisfy all conditions precedent to the delivery of the Final Offering Circular and any amendments or supplements theretoShares to be sold by the Selling Stockholders. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any timetake, directly or indirectly, take prior to the termination of the underwriting syndicate contemplated by this Agreement, any action intendeddesigned to stabilize or manipulate the price of any security of the Company, or which might reasonably be expected, to may cause or result in, or which will constitutemight in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Shares Company, to facilitate the sale or resale of any of the Shares. (fd) Such Stockholder acknowledges and agrees that the shares to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody for the Selling Stockholder, are subject to the interests of the Underwriters and the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (e) Such Selling Stockholder will not (i) offer, pledge, sell, sell, contract deliver 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating you prior to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained Closing Time a waiver or release from the Companyproperly completed and executed U.S. Treasury Department Form W-9.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, covenants and agrees with each U.S. Underwriter as followsthat: (a) Such Selling Stockholder will notify For a period of 180 days after the Underwriter promptlydate of this Agreement, and willwithout the prior written consent of Bear, if requestedXxxxxxx, confirm such notification in writing of becoming aware of the occurrence of any event that in the judgment of such Selling Stockholder makes shall not, directly or indirectly, offer, sell, contract to sell, pledge, grant any statement made option to purchase or otherwise dispose (or announce any offer, sale, contract of sale or other disposition) of any shares of Common Stock, Class A Common Stock or any other shares of capital stock of the Company, or any securities convertible into or exercisable or exchangeable for, or warrants, options or rights to purchase or acquire, shares of Common Stock, Class A Common Stock or any other shares of capital stock of the Company, or any interest in the Offering Statement, Common Stock or Class A Common Stock (including derivative interests) for a period of 180 days after the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making date of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleadingthis Agreement; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply ------- Stockholder may transfer any or all of such securities by will or intestacy or otherwise to an affiliate of such Selling Stockholder’s ; provided, -------- further that in either such case it shall be a condition to the transfer ------- that the transferee execute a legally binding agreement acceptable to Bear, Xxxxxxx stating that the transferee is receiving and agrees to hold the securities subject to the provisions of this Agreement and provided -------- further that such Selling Stockholder Informationmay pledge any or all of such ------- securities which do not constitute Shares hereunder as collateral in a bona-fide loan transaction, and the pledgee shall not be bound by the provisions of this Section 8(a). (b) If, at any within the time when during which the Final Offering Circular relating to the Shares is Prospectuses are required to be delivered under the Securities Act, such Selling Stockholder becomes aware of shall believe or have any reasonable grounds to believe that the occurrence of any event as a result of which the Final Offering Circular, Prospectuses as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, supplemented include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel with respect to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleadingStockholder, or if for that any other reason it is necessary, in of the reasonable judgment representations of counsel to such Selling Stockholder or counsel to either contained in the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and RegulationsUnderwriting Agreements are untrue, such Selling Stockholder will shall notify you and the Company promptly notify the Underwriter; provided, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements theretoeffect. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not take, directly or indirectly use indirectly, prior to the proceeds termination of the offering of the Shares hereundercontemplated by the Underwriting Agreements, any action designed to stabilize or manipulate the price of the Common Stock, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the Shares to facilitate the sale or resale of any of the SharesCommon Stock. (fd) Such Selling Stockholder will not (i) offer, pledge, sell, sell, contract In order 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement document the U.S. Underwriters' and the Managers' compliance with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any reporting and withholding provisions of the economic consequences Internal Revenue Code of ownership of Lock-Up Securities during the Lock-Up Period1986, unless as amended, such Selling Stockholder has obtained shall deliver to you on or prior to the Closing Date, a waiver properly completed and executed United States Treasury Department Form W-9 (or release from the Companyother applicable form or statement specified by Treasury Department Regulations in lieu thereof).

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder -------------------------------------- covenants and agrees with each Underwriter as followsthat: (ai) Such For a period of 90 days from the date of the Prospectus, it will not, directly or indirectly, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock), without the prior written consent of Bear, Xxxxxx & Co. Inc. (ii) The Shares to be sold by such Selling Stockholder will notify hereunder, which are represented by the Underwriter promptlycertificates held in custody for such Selling Stockholder, are subject to the interest of the Underwriters and the other Selling Stockholders thereunder, the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable, and willthe obligations of such Selling Stockholder hereunder will not be terminated by any act of such Selling Stockholder, if requestedby operation of law, confirm by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such notification in writing of becoming aware of trust, or the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Informationother event. (biii) If, If at any time when the Final Offering Circular a prospectus relating to the Shares is required to be delivered under the Securities Act, Act any information which such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel has provided to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleadingUnderwriters becomes incorrect, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, shall be necessary at any time to amend or supplement any information provided by such Selling Stockholder to the Final Offering Circular Company for inclusion in the Prospectus or the Offering Registration Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, Company and the Underwriters promptly so that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of Company may prepare and file with the Final Offering Circular or any Commission an appropriate amendment or supplement thereto by the Underwriter, (in form and the Underwriter agrees to provide to each Investor, prior substance satisfactory to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments Underwriters) which will correct such statement or supplements theretoomission. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (div) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating deliver to the offering for any Lock-Up Securities, or Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless if such Selling Stockholder has obtained is a waiver non-United States person) or release from the CompanyForm W-9 (if such Selling Stockholder is a United States person).

Covenants of the Selling Stockholders. Each of the Selling Stockholders covenants and agrees with each Underwriter as followsEACH SELLING STOCKHOLDER FURTHER COVENANTS AND AGREES WITH EACH UNDERWRITER: (a) Agreement Not to Offer or Sell Additional Securities. Such Selling Stockholder will notify not, during the Underwriter promptlyLock-Up Period, and will, if requested, confirm make a disposition of Securities (as defined in Exhibit A hereto) now owned or hereafter acquired directly by such notification in writing of becoming aware of the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials person or the Final Offering Circular untrue in any material with respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (b) If, at any time when the Final Offering Circular relating to the Shares is required to be delivered under the Securities Act, such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder person has or will promptly notify hereafter acquires the Underwriter in writing and has or will promptly amend or supplementpower of disposition, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulationsbe bound by this restriction, (ii) as a distribution to fund partners or facilitate any activities shareholders of or business such person, provided that the distributees thereof agree in any sanctioned country or writing to be bound by the terms of this restriction, (iii) with respect to dispositions of Common Shares acquired on the open market or (iv) with the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other manner that will transaction which is designed to or reasonably expected to lead to or result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) disposition of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. (b) Delivery of Forms W-8 and W-9. To deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder has obtained is a waiver non-United States person) or release from Form W-9 (if the CompanySelling Stockholder is a United States Person).

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder covenants and agrees with each Underwriter as follows: (a) Such Selling Stockholder will notify the Underwriter promptly, and willpay all taxes, if requestedany, confirm such notification in writing of becoming aware on the transfer and sale of the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering StatementShares to be sold by him, the Preliminary Offering Circular, the Pricing Disclosure Materials her or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Informationit hereunder. (b) IfSuch Selling Stockholder will comply with all reasonable requests of the Company to cause the Registration Statement to become effective, at any time when to do and perform all things to be done and performed by the Final Offering Circular relating Selling Stockholder hereunder prior to the Closing Time and, if applicable, the Date of Delivery, and to satisfy all conditions precedent to the delivery of the Shares is required to be delivered under sold by the Securities Act, such Selling Stockholder becomes aware of Stockholders. (c) During the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and RegulationsLock-Up Period, such Selling Stockholder will promptly notify the Underwriter; providednot, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, without your prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any timewritten consent, directly or indirectly, take sell, offer or contract to sell, grant any option for the sale of, hypothecate, pledge, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Selling Stockholder or any affiliate of, or otherwise issue or dispose of, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, except to the Underwriters pursuant to this Agreement. The Selling Stockholder will not take, directly or indirectly, prior to the termination of the underwriting syndicate contemplated by this Agreement, any action intendeddesigned to stabilize or manipulate the price of any security of the Company, or which might reasonably be expected, to may cause or result in, or which will constitutemight in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Shares Company, to facilitate the sale or resale of any of the Shares. (fd) Such Stockholder acknowledges and agrees that the shares to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody for the Selling Stockholder, are subject to the interests of the Underwriters and the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (e) Such Selling Stockholder will not (i) offer, pledge, sell, sell, contract deliver 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating you prior to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained Closing Time a waiver or release from the Companyproperly completed and executed U.S. Treasury Department Form W-9.

Covenants of the Selling Stockholders. Each In further consideration of the agreements of the Underwriters herein contained, each of the Selling Stockholders severally and not jointly covenants and agrees with each Underwriter as follows: (a) Such Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, to pay or cause to be paid (i) all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder will notify and (ii) such Selling Stockholder's pro rata share (determined by dividing the Underwriter promptly, number of Shares sold by such Selling Stockholder by the total number of Shares sold by all Sellers) of all costs and will, if requested, confirm such notification in writing of becoming aware expenses incident to the performance of the occurrence of any event that in the judgment obligations of such Selling Stockholder makes any statement made in under this Agreement, including, but not limited to, all expenses incident to the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light delivery of the circumstances in which they are made, not misleading; provided, however, that Shares and the fees and expenses of counsel and accountants for such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (b) IfSuch Selling Stockholder has carefully reviewed the Registration Statement and will carefully review, at any time when promptly upon receipt, each amendment thereto provided to such Selling Stockholder. Such parts of the Final Offering Circular relating Registration Statement, including the tables and notes thereto, that specifically relate to the Shares is required to be delivered under the Securities Act, information provided by such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in writing expressly for use in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the UnderwriterRegistration Statement, include any do not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading. At any time during the period from the date hereof through the Closing Date, or the Offering Statement, as then amended or supplemented, would, if there is any change in the reasonable judgment of counsel information referred to in the preceding sentence relating to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and RegulationsStockholder, such Selling Stockholder will promptly immediately notify the Underwriter; provided, however, that Company of such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements theretochange. (c) If at any time following Such Selling Stockholder shall cooperate fully with the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development Company in supplying such information relating to such Selling Stockholder and the Shares as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary the Company may reasonably request for use in order to make the statements therein, in the light preparation of the circumstances existing at that subsequent time, not misleadingRegistration Statement and all other documents reasonably necessary or desirable in connection with the offering of Shares. In addition, such Selling Stockholder has or will promptly notify shall furnish to the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Company (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person thator, at the time of Company's request, to the Underwriters or other parties) such funding or facilitation, is further certificates and documents confirming the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intendedrepresentations and warranties contained herein, or which might with respect to related matters, as the Company may reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Sharesrequest. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained a waiver or release from the Company.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholders, on behalf of itself, covenants and agrees with each Underwriter as follows: (a) Such Selling Stockholder will notify the Underwriter promptlydeliver a lock-up agreement, and will, if requested, confirm such notification in writing of becoming aware of the occurrence of any event that substantially in the judgment form of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder InformationExhibit A hereto. (b) IfSuch Selling Stockholder will not take, at directly or indirectly, any time action designed to or that would result in stabilization or manipulation of the price of the Common Stock or any “reference security” (as defined in Regulation M) with respect to the Common Stock, whether to facilitate the sale or resale of the Shares or otherwise, and the Selling Stockholder will comply with all applicable provisions of Regulation M. (c) Such Selling Stockholder will advise the Underwriters promptly, and if requested by the Underwriters, will confirm such advice in writing, during the period when the Final Offering Circular a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act, such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or any similar rule), of any material change in information in the Rules and RegulationsRegistration Statement, such Selling Stockholder will promptly notify any preliminary prospectus, any free writing prospectus, the Underwriter; provided, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular Prospectus or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior relating to the Closing and, Selling Stockholder Information (as applicable, any Subsequent Closing, a copy defined in Section 10(b) of this Agreement) of the Final Offering Circular and any amendments or supplements thereto. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly deliver to the Underwriters prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Stockholder is a non-United States person) or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available Form W-9 (if such proceeds to Selling Stockholder is a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction RegulationsUnited States Person). (e) Such Selling Stockholder will not at any timedeliver to each Underwriter (or its agent), directly on or indirectlyprior to the date of execution of this Agreement, take any action intendeda properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, or which might together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably be expected, to cause or result in, or which will constitute, stabilization request in connection with the verification of the price of the Shares to facilitate the sale or resale of any of the Sharesforegoing Certification. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained a waiver or release from the Company.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder covenants and agrees with each Underwriter as followsthat: (a) Such For a period of 120 days from the date of the Prospectus, it will not, directly or indirectly, sell, offer 15 15 or agree to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock), without the prior written consent of Dillxx, Xxad & Co. Inc. (b) The Shares to be sold by such Selling Stockholder will notify hereunder, which are represented by the Underwriter promptlycertificates held in custody for such Selling Stockholder, are subject to the interest of the Underwriters and the other Selling Stockholders thereunder, the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable, and willthe obligations of such Selling Stockholder hereunder will not be terminated by any act of such Selling Stockholder, if requestedby operation of law, confirm by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such notification in writing of becoming aware of trust, or the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Informationother event. (bc) If, If at any time when the Final Offering Circular a prospectus relating to the Shares is required to be delivered under the Securities Act, Act any information which such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel has provided to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleadingUnderwriters becomes incorrect, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, shall be necessary at any time to amend or supplement any information provided by such Selling Stockholder to the Final Offering Circular Company for inclusion in the Prospectus or the Offering Registration Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, Company and the Underwriters promptly so that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of Company may prepare and file with the Final Offering Circular or any Commission an appropriate amendment or supplement thereto by the Underwriter, (in form and the Underwriter agrees to provide to each Investor, prior substance satisfactory to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (cUnderwriters) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating deliver to the offering for any Lock-Up Securities, or Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless if such Selling Stockholder has obtained is a waiver non-United States person) or release from the CompanyForm W-9 (if such Selling Stockholder is a United States person).

Covenants of the Selling Stockholders. Each In further consideration of the agreements of the Underwriters herein contained, each of the Selling Stockholders severally and not jointly covenants and agrees with each Underwriter as follows: (a) Such Selling Stockholder will notify Whether or not the Underwriter promptlytransactions contemplated hereby are consummated or this Agreement is terminated, and willto pay or cause to be paid (i) all taxes, if requestedany, confirm such notification in writing of becoming aware on the transfer and sale of the occurrence of any event that in the judgment of Shares being sold by such Selling Stockholder makes any statement made in and (ii) all expenses incident to the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light delivery of the circumstances in which they are made, not misleading; provided, however, that Shares and the fees and expenses of counsel and accountants for such Selling Stockholder’s agreement in ; PROVIDED that the provisions of this Section 6(a8(a) and of Section 7(h) shall only apply not in any way affect any agreement between the Company and the Selling Stockholders with respect to such Selling Stockholder’s Selling Stockholder Informationthe payment of expenses. (b) IfSuch Selling Stockholder has carefully reviewed the Registration Statement and will carefully review, at promptly upon receipt, each amendment thereto provided to such Selling Stockholder. At any time when during the Final Offering Circular relating to period from the Shares is required to be delivered under date hereof through the Securities Act, such Selling Stockholder becomes aware of Closing Date or the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, wouldOption Closing Date, in the reasonable judgment case of counsel an Option Selling Stockholder, if there is any change in the information in the Registration Statement as set forth under the caption "Principal and Selling Stockholders" (including the notes thereto) that specifically relate to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and RegulationsStockholder, such Selling Stockholder will promptly immediately notify the Underwriter; provided, however, that Company of such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements theretochange. (c) If at any time following Such Selling Stockholder shall cooperate fully with the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development Company in supplying such information relating to such Selling Stockholder and the Shares as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary the Company may reasonably request for use in order to make the statements therein, in the light preparation of the circumstances existing at that subsequent time, not misleadingRegistration Statement and all other documents reasonably necessary or desirable in connection with the offering of Shares. In addition, such Selling Stockholder has or will promptly notify shall furnish to the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Company (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person thator, at the time of Company's request, to the Underwriters or other parties) such funding or facilitation, is further certificates and documents confirming the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intendedrepresentations and warranties contained herein, or which might with respect to related matters, as the Company may reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Sharesrequest. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained a waiver or release from the Company.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder covenants and agrees with to each Underwriter as follows: (a) Such Selling Stockholder will notify has furnished to the Underwriter promptlyRepresentatives, on or prior to the date hereof, a lock-up letter, as described in Section 5(h) hereof, which has been be duly authorized, executed and will, if requested, confirm such notification in writing of becoming aware of the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that delivered by such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (b) IfSuch Selling Stockholder will promptly advise the Representatives and, at any time when if requested by the Final Offering Circular Representatives, will confirm such advice in writing, so long as delivery of a prospectus relating to the Shares is by an underwriter or dealer may be required to be delivered under the Securities Act, such any change in the Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, Information contained in the reasonable judgment Registration Statement, the Time of counsel Sale Prospectus or the Prospectus relating to such Selling Stockholder or counsel to either that would cause the Company Registration Statement, the Time of Sale Prospectus or the Underwriter, include any Prospectus to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (c) If at Such Selling Stockholder will not take, directly or indirectly, any time following action designed, or that might be reasonably expected, to cause or result in stabilization or manipulation of the distribution price of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light security of the circumstances existing at that subsequent timeCompany, not misleading, such Selling Stockholder has whether to facilitate the sale or will promptly notify resale of the Underwriter in writing and has Shares or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Informationotherwise. (d) Such Selling Stockholder will not directly shall deliver to the Representatives, prior to the Closing Date, a properly completed and executed U.S. Treasury Department Form W-8 or indirectly use the proceeds of the offering of the Shares hereunderForm W-9, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulationsapplicable. (e) Such Selling Stockholder will not at any timeshall not, directly or indirectly, take prepare, make, use, authorize, approve or refer to any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization “prospectus” (within the meaning of the price of Securities Act), in each case other than the Shares to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectlyProspectus, any LockPermitted Free Writing Prospectus and/or any Permitted Testing-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating to the offering for any Lockthe-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained a waiver or release from the CompanyWaters Communication.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder severally and not jointly covenants and agrees with each Underwriter as followsthat: (ai) Such For a period of 90 days from the date of the Prospectus, it will not, directly or indirectly, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) without the prior written consent of Bear, Steaxxx & Xo. Inc. (ii) The Shares to be sold by such Selling Stockholder will notify hereunder, which are represented by the Underwriter promptlycertificates or notices of option exercise held in custody for such Selling Stockholder, are subject to the interest of the Underwriters and the other Selling Stockholders thereunder, the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable, and willthe obligations of such Selling Stockholder hereunder will not be terminated by any act of such Selling Stockholder, if requestedby operation of law, confirm by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such notification in writing of becoming aware of trust, or the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Informationother event. (biii) If, If at any time when the Final Offering Circular a prospectus relating to the Shares is required to be delivered under the Securities Act, Act any information which such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel has provided to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleadingUnderwriters becomes incorrect, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, shall be necessary at any time to amend or supplement any information provided by such Selling Stockholder to the Final Offering Circular Company for inclusion in the Prospectus or the Offering Registration Statement to comply with the Securities Act or the Rules and Regulations, such Selling Stockholder will promptly notify the Underwriter; provided, however, Company and the Underwriters promptly so that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of Company may prepare and file with the Final Offering Circular or any Commission an appropriate amendment or supplement thereto by the Underwriter, (in form and the Underwriter agrees to provide to each Investor, prior substance satisfactory to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments Underwriters) which will correct such statement or supplements theretoomission. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (div) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (f) Such Selling Stockholder will not (i) offer, pledge, sell, 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating deliver to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers Underwriters prior to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained Closing Date a waiver or release from the Companyproperly completed and executed United States Treasury Department Form W-9.

Covenants of the Selling Stockholders. Each of the Selling Stockholders Stockholder covenants and agrees with each Underwriter as follows: (a) Such Selling Stockholder will notify the Underwriter promptly, and willpay all taxes, if requestedany, confirm such notification in writing of becoming aware on the transfer and sale of the occurrence of any event that in the judgment of such Selling Stockholder makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials Shares to be sold by him or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however, that such Selling Stockholder’s agreement in this Section 6(a) shall only apply to such Selling Stockholder’s Selling Stockholder Informationher hereunder. (b) IfSuch Selling Stockholder will comply with all reasonable requests of the Company to cause the Registration Statement to become effective, at any time when to do and perform all things to be done and performed by the Final Offering Circular relating Selling Stockholder hereunder prior to the Closing Time and, if applicable, the Date of Delivery, and to satisfy all conditions precedent to the delivery of the Shares is required to be delivered under sold by the Securities Act, such Selling Stockholder becomes aware of the occurrence of any event as a result of which the Final Offering Circular, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Offering Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to such Selling Stockholder or counsel to either the Company or the Underwriter, at any time to amend or supplement the Final Offering Circular or the Offering Statement to comply with the Securities Act or the Rules and RegulationsStockholders. (c) During Lock-Up Period, such Selling Stockholder will promptly notify the Underwriter; providednot, however, that such Selling Stockholder’s agreement in this Section 6(b) shall only apply to such Selling Stockholder’s Selling Stockholder Information. Such Selling Stockholder consents to the use of the Final Offering Circular or any amendment or supplement thereto by the Underwriter, and the Underwriter agrees to provide to each Investor, without your prior to the Closing and, as applicable, any Subsequent Closing, a copy of the Final Offering Circular and any amendments or supplements thereto. (c) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, such Selling Stockholder has or will promptly notify the Underwriter in writing and has or will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; provided, however, that such Selling Stockholder’s agreement in this Section 6(c) shall only apply to such Selling Stockholder’s Selling Stockholder Information. (d) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanction Regulations, (ii) to fund or facilitate any activities of or business in any sanctioned country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanction Regulations. (e) Such Selling Stockholder will not at any timewritten consent, directly or indirectly, take sell, offer or contract to sell, grant any option for the sale of, hypothecate, pledge, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Selling Stockholder or any affiliate of, or otherwise issue or dispose of, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, except to the Underwriters pursuant to this Agreement. The Selling Stockholder will not take, directly or indirectly, prior to the termination of the underwriting syndicate contemplated by this Agreement, any action intendeddesigned to stabilize or manipulate the price of any security of the Company, or which might reasonably be expected, to may cause or result in, or which will constitutemight in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Shares Company, to facilitate the sale or resale of any of the Shares. (fd) Such Stockholder acknowledges and agrees that the shares to be sold by the Selling Stockholder hereunder, which are represented by the certificates held in custody for the Selling Stockholder, are subject to the interests of the Underwriters and the other Selling Stockholders thereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (e) Such Selling Stockholder will not (i) offer, pledge, sell, sell, contract deliver 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 dispose of, directly or indirectly, any Lock-Up Securities, (ii) file or cause to be filed any registration statement with the Commission relating you prior to the offering for any Lock-Up Securities, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities during the Lock-Up Period, unless such Selling Stockholder has obtained Closing Time a waiver or release from the Companyproperly completed and executed U.S. Treasury Department Form W-9.