Common use of Further Agreements of the Selling Shareholders Clause in Contracts

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees with the several Underwriters that: (a) Such Selling Shareholder will not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than the sale of the Stock hereunder for a period of 180 days from the date of the Prospectus, without the prior written consent of XX Xxxxx. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling Shareholder, or any other event, that if such Selling Shareholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (d) Such Selling Shareholder will deliver to XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Shareholders. Each The Selling Shareholder agrees Shareholders agree with the several Underwriters that: (a) Such Selling Shareholder They will not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than the sale of the Stock hereunder for a period of 180 90 days from the date of the Prospectus, without the prior written consent of XX Xxxxx. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder Shareholders hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling ShareholderShareholders, or any other event, that if such Selling Shareholder Shareholders should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder Shareholders shall be delivered on behalf of such Selling Shareholder Shareholders in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (dc) Such Selling Shareholder They will deliver to XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement statement, if any, specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, agrees with the several Underwriters that: (a) Such Selling Shareholder will not to directly or indirectly offerXX Xxxxx shall have received the written agreement, sellsubstantially in the form of Exhibit I hereto, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than the sale of the Stock hereunder for a period of 180 days from the date of the Prospectus, without the prior written consent of XX XxxxxSelling Shareholder. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling Shareholder, or any other event, that if such Selling Shareholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company. (d) Such Selling Shareholder will deliver to XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees further agrees, severally and not jointly, with the several Underwriters thatas follows: (a) Such Selling Shareholder will not comply in all respects with the letter agreement substantially in the form of Exhibit I hereto and previously delivered to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than the sale of the Stock hereunder for a period of 180 days from the date of the Prospectus, without the prior written consent of XX XxxxxUnderwriters by such Selling Shareholder. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling Shareholder, or any other event, that if such Selling Shareholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (d) Such Selling Shareholder will deliver to XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, agrees with the several Underwriters that: (a) Such The shares of Stock represented by the certificates held in custody under the Custody Agreement for such Selling Shareholder will are for the benefit of and coupled with and subject to the interests of the Underwriters hereunder, and the arrangements made by such Selling Shareholder for such custody and the appointments of the Attorneys in fact and the Custodian are irrevocable. The obligations of such Selling Shareholder hereunder shall not to directly be terminated by operation of law, whether by death or indirectly offerincapacity of any Selling Shareholder that is an individual or, sellin the case of a Selling Shareholder that is an estate or trust, assign, transfer, pledge, contract to sellby the death or incapacity of any executor or trustee thereof or the termination of such trust or estate, or otherwise dispose in the case of a Selling Shareholder that is a partnership or corporation, by the dissolution or liquidation of such partnership or corporation, or by the occurrence of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than event before the sale delivery of the Stock hereunder for a period hereunder. If any individual Selling Shareholder or trustee or executor of 180 days from any estate or trust Selling Shareholder should die or become incapacitated, if any estate or trust Selling Shareholder should be terminated, if any partnership or corporation Selling Shareholder should be dissolved or liquidated or if any other event should occur before the date delivery of the ProspectusStock to the Underwriters hereunder, without certificates for the prior written consent Stock to be sold by such Selling Shareholder shall be delivered on behalf of XX Xxxxxsuch Selling Shareholder in accordance with the terms and conditions of this Agreement as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred and all action taken by the Attorneys in fact or any of them under the Power of Attorney or by the Custodian under the Custody Agreement shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred, whether or not the Custodian, the Attorneys in fact or any of them shall have notice of such death, incapacity, termination, dissolution, liquidation or other event. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future that would reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling Shareholder, or any other event, that if such Selling Shareholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (d) Such Selling Shareholder will deliver to XX Xxxxx Cxxxx and Txxxxx Wxxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof. (d) Such Selling Shareholder agrees that it will not prepare of have prepared on its behalf or use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) and agrees that it will not distribute any written materials in connection with the offer or sale of the Stock. (e) During the period when delivery of a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Prospectus or any document comprising the General Disclosure Package. (f) Such Selling Shareholder will use his, her or its commercially reasonable best efforts to do and perform all things required to be done or performed under this Agreement by such Selling Shareholder prior to the each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

Further Agreements of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, agrees with the several Underwriters that: (a) Such The shares of Stock represented by the certificates held in custody under the Custody Agreement for such Selling Shareholder will (other than entities affiliated with J. & W. Xxxxxxxx & Co.) are for the benefit of and coupled with and subject to the interests of the Underwriters hereunder, and the arrangements made by such Selling Shareholder for such custody and the appointments of the Attorneys in fact and the Custodian are irrevocable. The obligations of such Selling Shareholder hereunder shall not to directly be terminated by operation of law, whether by death or indirectly offerincapacity of any Selling Shareholder that is an individual or, sellin the case of a Selling Shareholder that is an estate or trust, assign, transfer, pledge, contract to sellby the death or incapacity of any executor or trustee thereof or the termination of such trust or estate, or otherwise dispose in the case of a Selling Shareholder that is a partnership or corporation, by the dissolution or liquidation of such partnership or corporation, or by the occurrence of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than event before the sale delivery of the Stock hereunder for a period hereunder. If any individual Selling Shareholder or trustee or executor of 180 days from any estate or trust Selling Shareholder should die or become incapacitated, if any estate or trust Selling Shareholder should be terminated, if any partnership or corporation Selling Shareholder should be dissolved or liquidated or if any other event should occur before the date delivery of the ProspectusStock to the Underwriters hereunder, without certificates for the prior written consent Stock to be sold by such Selling Shareholder shall be delivered on behalf of XX Xxxxxsuch Selling Shareholder in accordance with the terms and conditions of this Agreement as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred and all action taken by the Attorneys in fact or any of them under the Power of Attorney or by the Custodian under the Custody Agreement shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred, whether or not the Custodian, the Attorneys in fact or any of them shall have notice of such death, incapacity, termination, dissolution, liquidation or other event. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future that would reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling Shareholder, or any other event, that if such Selling Shareholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (d) Such Selling Shareholder will deliver to XX Xxxxx Cxxxx and Txxxxx Wxxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof. (d) Such Selling Shareholder agrees that it will not prepare of have prepared on its behalf or use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) and agrees that it will not distribute any written materials in connection with the offer or sale of the Stock. (e) During the period when delivery of a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Prospectus or any document comprising the General Disclosure Package. (f) Such Selling Shareholder will use his, her or its commercially reasonable best efforts to do and perform all things required to be done or performed under this Agreement by such Selling Shareholder prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

Further Agreements of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, agrees with the several Underwriters that: (a) Such The shares of Stock represented by the certificates held in custody under the Custody Agreement for such Selling Shareholder will are for the benefit of and coupled with and subject to the interests of the Underwriters hereunder, and the arrangements made by such Selling Shareholder for such custody and the appointment of the Custodian is irrevocable. The obligations of such Selling Shareholder hereunder shall not to directly be terminated by operation of law, whether by death or indirectly offerincapacity of any Selling Shareholder that is an individual or, sellin the case of a Selling Shareholder that is an estate or trust, assign, transfer, pledge, contract to sellby the death or incapacity of any executor or trustee thereof or the termination of such trust or estate, or otherwise dispose in the case of a Selling Shareholder that is a partnership or corporation, by the dissolution or liquidation of such partnership or corporation, or by the occurrence of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than event before the sale delivery of the Stock hereunder for a period hereunder. If any individual Selling Shareholder or trustee or executor of 180 days from any estate or trust Selling Shareholder should die or become incapacitated, if any estate or trust Selling Shareholder should be terminated, if any partnership or corporation Selling Shareholder should be dissolved or liquidated or if any other event should occur before the date delivery of the ProspectusStock to the Underwriters hereunder, without certificates for the prior written consent Stock to be sold by such Selling Shareholder shall be delivered on behalf of XX Xxxxxsuch Selling Shareholder in accordance with the terms and conditions of this Agreement as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred and all action taken by the by the Custodian under the Custody Agreement shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred, whether or not the Custodian shall have notice of such death, incapacity, termination, dissolution, liquidation or other event. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future that would reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling Shareholder, or any other event, that if such Selling Shareholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (d) Such Selling Shareholder will deliver to XX Xxxxx Txxxxx Wxxxxx and Cxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof. (d) Such Selling Shareholder agrees that it will not prepare of have prepared on its behalf or use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) and agrees that it will not distribute any written materials in connection with the offer or sale of the Stock. (e) During the period when delivery of a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Prospectus or any document comprising the General Disclosure Package. (f) Such Selling Shareholder will use his, her or its commercially reasonable best efforts to do and perform all things required to be done or performed under this Agreement by such Selling Shareholder prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

Further Agreements of the Selling Shareholders. Each The Selling Shareholder agrees Shareholders, severally and not jointly, agree with the several Underwriters that: (a) Such Selling Shareholder will not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than the sale of the Stock hereunder for a period of 180 days from the date of the Prospectus, without the prior written consent of XX Xxxxx. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and each of the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder Shareholders hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling ShareholderShareholders, or any other event, that if such Selling Shareholder Shareholders should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder Shareholders shall be delivered on behalf of such Selling Shareholder Shareholders in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (db) Such Selling Shareholder They will deliver to XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement statement, if any, specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Shareholders. Each The Selling Shareholder agrees Shareholders agree with the several Underwriters that: (a) Such Selling Shareholder They will not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock other than the sale of the Stock hereunder for a period of 180 90 days from the date of the Prospectus, without the prior written consent of XX Xxxxx, provided, that each of the Selling Shareholders may transfer up to an aggregate of 15,000 shares of Common Stock to a charitable organization or to a trust or other wholly-owned entity for the benefit of members of his family, provided further, that the recipient of such shares agrees to the restrictions in this Section II(a) for the remainder of the 90 day period. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the other Selling Shareholders, and that the arrangement for such custody and the appointment of the Attorneys-in-fact are irrevocable; that the obligations of such Selling Shareholder Shareholders hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of such Selling ShareholderShareholders, or any other event, that if such Selling Shareholder Shareholders should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Stock hereunder, certificates for the Stock to be sold by such Selling Shareholder Shareholders shall be delivered on behalf of such Selling Shareholder Shareholders in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Attorneys-in-fact or any of them under the Power of Attorney shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-fact or any of them shall have notice of such death, incapacity, liquidation or dissolution or other event. (dc) Such Selling Shareholder They will deliver to XX Xxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement statement, if any, specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, agrees with the several Underwriters and the Designated Underwriter that: (a) Such Selling Shareholder will not to directly or indirectly offerindirectly, sellduring the Lock-Up Period, assign, transfer, pledge, contract to sellwithout the prior written consent of Cxxxx: (i) file or participate in the filing with the Commission of any registration statement, or otherwise dispose circulate or participate in the circulation of any preliminary prospectus or prospectus or other disclosure document with respect to any proposed offering of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock other than the Company’s sale of the Stock hereunder; or (ii) exercise any right such Shareholder may have to require registration with the Commission of any proposed offer or sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock Stock, other than the sale of the Stock hereunder hereunder. In order to enable this covenant to be enforced, such Shareholder hereby consents to the placing of legends or stop transfer instructions with the Company’s transfer agent with respect to any Common Stock or securities convertible into or exercisable or exchangeable for a period of 180 days from the date of the Prospectus, without the prior written consent of XX XxxxxCommon Stock. (b) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (c) The shares of Stock represented by the certificates held in custody under the Custody Agreement for such Selling Shareholder are for the benefit of and coupled with and subject to the interests of the Underwriters hereunder, and the other arrangements made by such Selling Shareholders, and that the arrangement Shareholder for such custody and the appointment appointments of the Attorneys-in-Attorneys in fact and the Custodian are irrevocable; that the . The obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by death or incapacity of any Selling Shareholder that is an individual or, in the case of a Selling Shareholder that is an estate or trust, by the death or incapacity, liquidation incapacity of any executor or distribution trustee thereof or the termination of such Selling Shareholdertrust or estate, or in the case of a Selling Shareholder that is a partnership or corporation, by the dissolution or liquidation of such partnership or corporation, or by the occurrence of any other event, that if such event before the delivery of the Stock hereunder. If any individual Selling Shareholder or trustee or executor of any estate or trust Selling Shareholder should die or become incapacitated incapacitated, if any estate or is trust Selling Shareholder should be terminated, if any partnership or corporation Selling Shareholder should be dissolved or liquidated or dissolved or if any other event occurs, should occur before the delivery of the Stock to the Underwriters hereunder, certificates for the Stock to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred and the Custody Agreement, and all action taken by the Attorneys-in-Attorneys in fact or any of them under the Power of Attorney or by the Custodian under the Custody Agreement shall be as valid as if such death, incapacity, termination, dissolution, liquidation or dissolution or other event had not occurred, whether or not the Custodian, the Attorneys-in-Attorneys in fact or any of them shall have notice of such death, incapacity, termination, dissolution, liquidation or dissolution or other event. (c) Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company. (d) Such Selling Shareholder will deliver to XX Xxxxx Cxxxx on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof. (e) Such Selling Shareholder agrees that it will not prepare of have prepared on its behalf or use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) and agrees that it will not distribute any written materials in connection with the offer or sale of the Stock. (f) During the period when delivery of a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Prospectus or any document comprising the General Disclosure Package.