Common use of Of the Selling Stockholders Clause in Contracts

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (b) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (c) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (d) The information in the Prospectus under the caption “Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time prior to the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives of such change. (f) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i), the terms “delivery,” “securities account” and “security entitlement” have the meanings given them in Article 8 of the UCC. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder has, and on the Closing Date and on the Additional Closing Date, if applicable, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (b) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (c) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (d) The information in the Prospectus under the caption “Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time prior to the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives of such change. (f) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date and the Additional Closing Date such Selling Stockholder will have, good and valid title to the Shares to be sold at the Additional Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date and the Additional Closing Date, good and valid title to the Shares to be sold at the Additional Closing Date Date, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i), the terms “delivery,” “securities account” and “security entitlement” have the meanings given them in Article 8 of the UCC. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each the Underwriter on the date hereof, and shall be deemed to represent and warrant to each the Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody This Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ ' rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus Supplement under the caption “Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately promptly notify the Representatives Underwriter of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares will pass to the Underwriter, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever (other than any of the foregoing that may be successfully asserted against created by the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(iUnderwriter), the terms “delivery,” “securities account” and “security entitlement” have the meanings given them in Article 8 of the UCC. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, is not prompted to sell shares of Common Stock by any material information concerning the Company that is not set forth in the Registration StatementStatement or the Prospectus Supplement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and or the Additional Closing Date, if applicableas the case may be, that: (a) Such Selling Stockholder will on the Closing Date or the Additional Closing Date, as the case may be, own the Shares that will be sold by such Selling Stockholder to the Underwriters pursuant to this Agreement, and such Selling Stockholder will on the Closing Date or the Additional Closing Date, as the case may be, have valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, except for restrictions imposed by federal or state or Blue Sky securities laws. (b) Such Selling Stockholder (in the case of The Canyon Value Realization Master Fund, L.P., acting through its general partner) has, and on the Closing Date or the Additional Closing Date, as the case may be, will have, full all necessary legal right, power and authority, and all authorization and approval required by law, authority to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & TrustAgreement, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact and Irrevocable Instruction and Agreement (collectively, the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided hereinAgreements”). (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder Agreements has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought brought, and (iii) except as rights to indemnity and contribution hereunder may be limited by federal and state or state Blue Sky securities laws. . (d) Pursuant to such Power of Attorneythe Irrevocable Instruction and Agreement, such Selling Stockholder has, among other things, authorized has taken all necessary action to exchange LLC Units for the Attorneys, or any one number of them, to execute and deliver on shares of Common Stock set forth opposite such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable name in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this AgreementSchedule II hereto. (ce) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling StockholderAgreements, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required for the registration of the Shares under the Act, the registration of the Shares under the Exchange Act and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for FINRA’s clearance of the various statesunderwriting terms of the offering contemplated hereby as required under FINRA’s Rules of Fair Practice, or as otherwise have been or will be obtained on or prior to the Closing Date or the Additional Closing Date, as the case may be), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of of, or a default under, (A) the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or (B) any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any the property of such Selling Stockholder; except except, in the case of clauses (iiii)(B) and (iii)) above, for such conflicts, breaches, violations or defaults that as would not, individually or in the aggregate, impair in any respect have a material adverse effect on the fulfillment ability of such Selling Stockholder’s Stockholder to perform its obligations hereunder. (df) The information in the Base Prospectus under the caption “Selling Stockholders” (excluding percentages and Prospectus under the caption “Principal and Selling Stockholders,” solely to the extent that appear in the table) that such information specifically relates to such Selling Stockholder (excluding percentages, the “Selling Stockholder Information”) does ), at the time the Base Prospectus was filed with the Commission or the Prospectus is filed with the Commission, as applicable, will not or did not, and will not on Closing Date or the Additional Closing Date, if as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (eg) At any time prior to Assuming that each Underwriter acquires the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, Shares it has purchased from such Selling Stockholder will immediately notify the Representatives of such change. (f) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has without notice of any “adverse claim” claim (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (York), upon the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” crediting of such Shares within to the meaning securities account of Section 8-303 of the UCCsuch Underwriter maintained with DTC and payment therefor by such Underwriter, (ii) under Section 8-501 of the UCCas provided herein, the Underwriters such Underwriter will acquire good and valid title and have acquired a valid security entitlement in respect of to such Shares Shares, and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares claim may be successfully asserted against the Underwriters such Underwriter with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i), the terms “delivery,” “securities account” and “security entitlement” have the meanings given them in Article 8 of the UCC. (ih) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, is not prompted to sell shares of Common Stock the Shares by any material information concerning the Company that is not set forth in the Registration Statement, the Prospectus and the Time of Sale Information, including without limitation any material adverse change, since the date of the most recent financial statements included in the Prospectus, in the condition (financial or otherwise), business, management, results of operations or prospects of the Company and its subsidiaries taken as a whole that is not otherwise disclosed in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and or the Additional Closing Date, if applicableas the case may be, that: (a) Such Selling Stockholder will on the Closing Date or the Additional Closing Date, as the case may be, own the Selling Stockholder Shares that will be sold by such Selling Stockholder to the Underwriters pursuant to this Agreement, and such Selling Stockholder will on the Closing Date or the Additional Closing Date, as the case may be, have valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, except for restrictions imposed by federal or state or Blue Sky securities laws. (b) Such Selling Stockholder (in the case of The Canyon Value Realization Master Fund, L.P., acting through its general partner) has, and on the Closing Date or the Additional Closing Date, as the case may be, will have, full all necessary legal right, power and authority, and all authorization and approval required by law, authority to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody This Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought brought, and (iii) except as rights to indemnity and contribution hereunder may be limited by federal or state or Blue Sky securities laws. Pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Selling Stockholder Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required for the registration of the Selling Stockholder Shares under the Act, the inclusion of the Selling Stockholder Shares for trading on NASDAQ, the registration of the Selling Stockholder Shares under the Exchange Act and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for FINRA’s clearance of the various statesunderwriting terms of the offering contemplated hereby as required under FINRA’s Rules of Fair Practice, or as otherwise have been or will be obtained on or prior to the Closing Date or the Additional Closing Date, as the case may be), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of of, or a default under, (A) the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or (B) any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any the property of such Selling Stockholder; except except, in the case of clauses (iiii)(B) and (iii)) above, for such conflicts, breaches, violations or defaults that as would not, individually or in the aggregate, impair in any respect have a material adverse effect on the fulfillment ability of such Selling Stockholder’s Stockholder to perform its obligations hereunder. (de) The information in the Prospectus under the caption “Principal and Selling Stockholders,” (excluding percentages solely to the extent that appear in the table) that such information specifically relates to such Selling Stockholder (excluding percentages, the “Selling Stockholder Information”) does not), and at the time the Prospectus is filed with the Commission, will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to Assuming that each Underwriter acquires the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, Selling Stockholder Shares it has purchased from such Selling Stockholder will immediately notify the Representatives of such change. (f) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has without notice of any “adverse claim” claim (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (York), upon the “UCC”)) crediting of such Selling Stockholder Shares to the securities account of such Underwriter maintained with DTC and payment therefor by such Underwriter, as provided herein, such Underwriter will have acquired a security entitlement to such Shares or any security entitlement in respect thereofSelling Stockholder Shares, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares claim may be successfully asserted against the Underwriters such Underwriter with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i), the terms “delivery,” “securities account” and “security entitlement” have the meanings given them in Article 8 of the UCC. (ig) Such Other than as disclosed in the Time of Sale Information and the Prospectus, such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (jh) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, Stockholder is not prompted to sell shares of Common Stock the Selling Stockholder Shares by any material information concerning the Company that is not set forth in the Registration Statement, the Prospectus and the Time of Sale Information, including without limitation any material adverse change, since the date of the most recent financial statements included in the Prospectus, in the condition (financial or otherwise), business, management, results of operations or prospects of the Company, the Subsidiary and their subsidiaries taken as a whole that is not otherwise disclosed in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Immediately prior to Closing, such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental American Stock Transfer & TrustTrust Company, as custodian (the “"Custodian”"), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “"Custody Agreement”") and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s 's attorneys-in-fact (the “"Attorneys”") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “"Power of Attorney”") to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ ' rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s 's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; , except in the case of clauses (ii) and (iii)where such breach, for such conflictsviolation, breaches, violations default or defaults that would notconflict or failure to obtain consent or make a filing, individually or in the aggregate, impair in any respect would not have a material adverse effect on the fulfillment consummation of by such Selling Stockholder’s obligations hereunderStockholder of the transactions contemplated by this Agreement. (de) The information in the Prospectus under the caption “"Selling Stockholders” (excluding percentages that appear in the table) " that specifically relates to such Selling Stockholder (and which was furnished in writing by the “Selling Stockholder Information”) to the Company expressly for use in the Prospectus does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any 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. (ef) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives Representative of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waivedwaived with respect to the offering contemplated by this Agreement. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, Stockholder is not prompted to sell shares of Common Stock by any material non-public information concerning the Company that is not set forth in the Registration Statement. (k) Such Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, and will not prepare or have prepared on its behalf or use or refer to, any free writing prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of the Shares.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Firm Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date Date, will have, good and valid title to such Firm Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trustthe Company, as custodian (the “"Custodian”"), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “"Custody Agreement”") and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s 's attorneys-in-fact (the “"Attorneys”") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “"Power of Attorney”") to sell, assign, transfer and deliver the Firm Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ ' rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s 's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Firm Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Firm Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “"Principal and Selling Stockholders” (excluding percentages that appear in the table) " that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Firm Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Firm Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1 hereof are not true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or an affiliate of information not disclosed in the Registration Statement or the Prospectus that has had or may have a current officer or director of the CompanyMaterial Adverse Effect, and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby --------------------------- represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is and will be the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement on the Closing Date and on the Additional Closing Date, as the case may be, and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & TrustFirst Union National Bank, as custodian (the “"Custodian”"), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “"Custody Agreement”") and (iii) the Power of Attorney (the "Power of Attorney") appointing certain individuals named therein as such Selling Stockholder’s 's attorneys-in-fact (the “"Attorneys”") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, and, in the case of the Custody Agreement and Power of Attorney, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ ' rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s 's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Shares under the Act for the Shares, the approval by FINRA or such and as may be required under the securities or Blue Sky laws of the various states, and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's Rules of Fair Practice), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “"Principal and Selling Stockholders” (excluding percentages that appear in the table) " that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and (or if Schedule II hereto indicates that such Selling Stockholder has agreed to sell Shares to the Underwriters pursuant hereto on the Additional Closing Date, if applicableprior to the Additional Closing Date), as the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives Representative of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1 hereof are not true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or an affiliate of information not disclosed in the Registration Statement or the Prospectus that has had or may have a current officer or director of the CompanyMaterial Adverse Effect, and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the on each Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and on each Additional Closing Date, as the case may be, will have, good and valid title to such Additional Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and on each Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & TrustComputershare Trust Company, N.A., as custodian (the “Custodian”), relating to the deposit of the Additional Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Additional Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Additional Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “Principal and Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives Representative of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Additional Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company or contained in Section 6.1 hereof are not true and correct and, as to each Selling Stockholder that is an affiliate of a current officer or director of the Company, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement or the Prospectus that has had or may have a Material Adverse Effect; and such Selling Stockholder is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement. (k) Such Selling Stockholder is not (A) an employee benefit plan subject to ERISA, (B) a plan or account subject to Section 4975 of the Code or (C) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and or the Additional Closing Date, if applicableas the case may be, that: (a) Such Selling Stockholder will on the Closing Date or the Additional Closing Date, as the case may be, own the Selling Stockholder Shares that will be sold by such Selling Stockholder to the Underwriters pursuant to this Agreement, and such Selling Stockholder will on the Closing Date or the Additional Closing Date, as the case may be, have valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, except for restrictions imposed by federal or state or Blue Sky securities laws. (b) Such Selling Stockholder (in the case of The Canyon Value Realization Master Fund, L.P., acting through its general partner) has, and on the Closing Date or the Additional Closing Date, as the case may be, will have, full all necessary legal right, power and authority, and all authorization and approval required by law, authority to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody This Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought brought, and (iii) except as rights to indemnity and contribution hereunder may be limited by federal and state or state Blue Sky securities laws. Pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Selling Stockholder Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required for the registration of the Selling Stockholder Shares under the Act, the inclusion of the Selling Stockholder Shares for trading on NASDAQ, the registration of the Selling Stockholder Shares under the Exchange Act and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for FINRA’s clearance of the various statesunderwriting terms of the offering contemplated hereby as required under FINRA’s Rules of Fair Practice, or as otherwise have been or will be obtained on or prior to the Closing Date or the Additional Closing Date, as the case may be), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of of, or a default under, (A) the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or (B) any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any the property of such Selling Stockholder; except except, in the case of clauses (iiii)(B) and (iii)) above, for such conflicts, breaches, violations or defaults that as would not, individually or in the aggregate, impair in any respect have a material adverse effect on the fulfillment ability of such Selling Stockholder’s Stockholder to perform its obligations hereunder. (de) The information in the Prospectus under the caption “Principal and Selling Stockholders,” (excluding percentages solely to the extent that appear in the table) that such information specifically relates to such Selling Stockholder (excluding percentages, the “Selling Stockholder Information”) does not), and at the time the Prospectus is filed with the Commission, will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to Assuming that each Underwriter acquires the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, Selling Stockholder Shares it has purchased from such Selling Stockholder will immediately notify the Representatives of such change. (f) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has without notice of any “adverse claim” claim (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (York), upon the “UCC”)) crediting of such Selling Stockholder Shares to the securities account of such Underwriter maintained with DTC and payment therefor by such Underwriter, as provided herein, such Underwriter will have acquired a security entitlement to such Shares or any security entitlement in respect thereofSelling Stockholder Shares, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares claim may be successfully asserted against the Underwriters such Underwriter with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i), the terms “delivery,” “securities account” and “security entitlement” have the meanings given them in Article 8 of the UCC. (ig) Such Other than as disclosed in the Time of Sale Information and the Prospectus, such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (jh) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, Stockholder is not prompted to sell shares of Common Stock the Selling Stockholder Shares by any material information concerning the Company that is not set forth in the Registration Statement, the Prospectus and the Time of Sale Information, including without limitation any material adverse change, since the date of the most recent financial statements included in the Prospectus, in the condition (financial or otherwise), business, management, results of operations or prospects of the Company and its subsidiaries taken as a whole that is not otherwise disclosed in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Additional Closing Date will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Additional Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental [American Stock Transfer & TrustTrust Company], as custodian (the “"Custodian”"), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “"Custody Agreement”") and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s 's attorneys-in-fact (the “"Attorneys”") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “"Power of Attorney”") to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ ' rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s 's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “"Principal and Selling Stockholders” (excluding percentages that appear in the table) " that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on Closing Date or the Additional Closing Date, if applicable, Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives of such change. (f) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1 hereof are not true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or an affiliate of information not disclosed in the Registration Statement or the Prospectus that has had or may have a current officer or director of the CompanyMaterial Adverse Effect, and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement. (k) There are no legal or governmental proceedings pending or, to the best knowledge of such Selling Stockholder, threatened, against such Selling Stockholder or to which such Selling Stockholder or any of its properties are subject, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) but are not described as required. Except as described in the Prospectus, there is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the best knowledge of such Selling Stockholder, threatened, against or involving such Selling Stockholder, which might individually or in the aggregate prevent or adversely affect the transactions contemplated by this Agreement or result in a Material Adverse Effect, nor to such Selling Stockholders knowledge, is there any basis for any such action, suit, inquiry, proceeding or investigation. (l) Such Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreement and Power of Attorney are subject to the interests of the several Underwriters hereunder, that the arrangements made by such Selling Stockholders for such custody are to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of such Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee(s) or the termination of such trust. If such Selling Stockholder or any such trustee(s) should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Additional Shares hereunder, certificates for such Additional Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Immediately prior to Closing, such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust[ ], as custodian (the “"Custodian”"), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “"Custody Agreement”") and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s 's attorneys-in-fact (the “"Attorneys”") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “"Power of Attorney”") to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ ' rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s 's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; , except in the case of clauses (ii) and (iii)where such breach, for such conflictsviolation, breaches, violations default or defaults that would notconflict or failure to obtain consent or make a filing, individually or in the aggregate, impair in any respect would not have a material adverse effect on the fulfillment consummation of by such Selling Stockholder’s obligations hereunderStockholder of the transactions contemplated by this Agreement. (de) The information in the Prospectus under the caption “"Selling Stockholders” (excluding percentages that appear in the table) " that specifically relates to such Selling Stockholder (and which was furnished in writing by the “Selling Stockholder Information”) to the Company expressly for use in the Prospectus does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any 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. (ef) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives Representative of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waivedwaived with respect to the offering contemplated by this Agreement. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, Stockholder is not prompted to sell shares of Common Stock by any material non-public information concerning the Company that is not set forth in the Registration Statement. (k) Such Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, and will not prepare or have prepared on its behalf or use or refer to, any free writing prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of the Shares.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & TrustTrust Company, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives Representative of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1 hereof are not true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or an affiliate of information not disclosed in the Registration Statement or the Prospectus that has had or may have a current officer or director of the CompanyMaterial Adverse Effect, and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the on each Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and on each Additional Closing Date, as the case may be, will have, good and valid title to such Additional Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and on each Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & TrustComputershare Trust Company, N.A., as custodian (the “Custodian”), relating to the deposit of the Additional Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Additional Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Additional Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “Principal and Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives Representative of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Additional Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company or an affiliate of a current officer or director of the Company, contained in Section 6.1 hereof are not true and correct; and such Selling Stockholder is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement. (k) Such Selling Stockholder is not (A) an employee benefit plan subject to ERISA, (B) a plan or account subject to Section 4975 of the Code or (C) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the each Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental American Stock Transfer & TrustTrust Company, LLC, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, if applicable, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except Stockholder except, in the case of clauses (iii) and (iii), for any such conflicts, breaches, violations or defaults contraventions that would not, individually or in the aggregate, impair in materially interfere with the consummation of the transactions contemplated by this Agreement, the Custody Agreement or the Power of Attorney or the ability of such Selling Stockholder to perform its obligations hereunder and, thereunder, and no consent, approval, authorization or order of, or qualification with, any respect governmental body or agency is required for the fulfillment performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder’s obligations hereunder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or such as may have previously been obtained or made. (de) The information in the Prospectus under the caption “Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder Information (the “Selling Stockholder Information”as defined herein) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time prior to . Each of the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereofCompany, such Selling Stockholder will immediately notify and each Underwriter acknowledges and agrees that for all purposes of this Agreement, the Representatives only information furnished to the Company by or on behalf of such changeSelling Stockholder expressly for use in the Registration Statement or the Time of Sale Prospectus or any amendment or supplement thereto used by the Company or any Underwriter are (A) the number of shares beneficially owned and the number of shares proposed to be sold by such Selling Stockholder in the table under the caption “Principal and Selling Stockholders” in the Prospectus, (B) the name of such Selling Stockholder, and (C) the information in the footnotes to such table that relates solely to such Selling Stockholder (with respect to each Selling Stockholder, the “Selling Stockholder Information”). (f) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (hg) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (ih) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (ji) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, Stockholder is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration StatementTime of Sale Information or in any amendment or supplement thereto.

Of the Selling Stockholders. Each Selling Stockholder hereby hereby, --------------------------- represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) Agreement and the Custody Agreement and Power of Attorney signed by such Selling Stockholder and Continental Stock Transfer & TrustXxxxx X. Xxxxxxxxxx, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s 's attorneys-in-fact (the “"Attorneys”") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “"Custody Agreement and Power of Attorney”") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each This Agreement has been duly authorized, executed and delivered by or on behalf of the Agreement, the such Selling Stockholder. The Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcylaws relating to creditors' rights generally or by general equitable principals, reorganization, insolvency and other laws affecting creditors’ rights generally, (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s 's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the The execution, delivery or and performance by such Selling Stockholder of this Agreement, Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not (i) requires require any consent, approval, authorization or other order of, or registration or filing qualification with, any court, regulatory court or governmental body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any indenture, loan agreement, indenturemortgage, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates violate or conflict with any statute, lawapplicable law or any rule, regulation, ruling, filing, judgment, injunction, order or decree applicable to of any court or any governmental body or agency having jurisdiction over such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “"Selling Stockholders” (excluding percentages that appear in the table) that " which specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof), such Selling Stockholder will immediately notify the Representatives you of such change. (fg) Other than Except for activity which is permissible pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, to or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, warrants to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such The Selling Stockholder is the lawful owner of the Shares to be sold by the Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) The Selling Stockholder has not prepared or had prepared on its behalf or used or referred to any free writing prospectus, and has not distributed any written materials in connection with the offer or sale of the Shares. (c) The Selling Stockholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bd) Each of the Agreement, the Custody The Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable as to such the Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (ce) None of the sale of the Shares by such the Selling Stockholder, the execution, delivery or performance by such the Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such the Selling Stockholder with all the provisions hereof and thereof nor the consummation by such the Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or under any agreement, indenture, lease or other instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder or any property of such the Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such the Selling Stockholder or any property of such the Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (df) The information in the most recent Pre-Pricing Prospectus or the Prospectus under the caption “Principal and Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such the Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (eg) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e6.2(f) hereofhereof or in any free writing prospectus, such the Selling Stockholder will immediately notify the Representatives of such change. (fh) Other than excepted activity pursuant to Regulation M under the Registration StatementExchange Act, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (hi) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such the Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (ij) Such The Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (jk) Such The Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1 hereof are not true and correct, is familiar with the Registration Statement, Time of Sale Information and the Prospectus and has no knowledge of any fact, condition or an affiliate information not disclosed in the Registration Statement, Time of Sale Information or the Prospectus that has had or may have a current officer or director of the CompanyMaterial Adverse Effect, and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement, Time of Sale Information or the Prospectus. (l) The Selling Stockholder is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Selling Stockholder or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each the Underwriter on the date hereof, and shall be deemed to represent and warrant to each the Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Each Selling Stockholder is controlled by Xxxxxxx Xxxxxxxx. Such Selling Stockholder has, and on the Closing Date will have, has full legal right, power and authority, and all authorization and approval required by law, authority to enter into (i) this Agreement, (ii) Agreement and to carry out all the Custody Agreement signed terms and provisions hereof to be carried out by it. All authorizations and consents necessary for the execution and delivery by such Selling Stockholder of this Agreement have been given. This Agreement constitutes a valid and Continental Stock Transfer & Trustbinding agreement of such Selling Stockholder and is enforceable against such Selling Stockholder in accordance with the terms hereof, except as custodian (the “Custodian”)limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors’ rights generally or by general principles of equity relating to the deposit availability of remedies. (b) Each Selling Stockholder, at the time of delivery hereunder, will have: (a) good and marketable title to the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) hereunder, free and clear of all encumbrances, and (iiib) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby full legal right and power, and all authorizations and approvals required by the Prospectus (the “Power of Attorney”) law, to sell, assign, transfer and deliver the Shares to be sold the purchasers thereof and to make the representations, warranties, covenants and agreements made by such Selling Stockholder in the manner provided herein. (b) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (c) None of the sale of the Shares by such Selling StockholderNo consent, the executionapproval, delivery authorization or performance by such Selling Stockholder of this Agreementorder of, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholderany filing or declaration with, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor any governmental body is required for the consummation by such Selling Stockholder of the transactions transaction on its part contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunderherein. (d) The sale of the Shares proposed to be sold by the Selling Stockholders is not prompted by such Selling Stockholder’s knowledge of any material adverse information in concerning the Prospectus under Company or the caption “Shares. The Company has not disclosed to either Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to Stockholder, and such Selling Stockholder (the “Selling Stockholder Information”) does notis not aware of, and will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a information that would constitute material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingnon-public information. (e) At any time prior to the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives of such change. (f) Other than the Registration Statementas provided in this Agreement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has Stockholders have not taken and will not take, directly or indirectly, any action that constituted, which is designed to or any action designed to, which has constituted or that which might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of any security of the Common Stock Company to facilitate the sale or resale of the Shares. (hf) Such Selling Stockholder hasStockholders have no knowledge of any transfer taxes or other similar fees or charges under Federal law or the laws of any state, and immediately prior to the Closing Date will haveor any political subdivision thereof, good and valid title to the Shares required to be sold at paid in connection with the Closing Date by such Selling Stockholder hereunder, free execution and clear delivery of all liens, encumbrances, equities this Agreement or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery sale of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the UnderwritersSelling Stockholders. Furthermore, to Cede & Co. the Selling Stockholders have not solicited, nor are relying upon, the Underwriter’s advice regarding such taxes or similar fees. (“Cede”g) or such other nominee as may be designated by DTC, registration of such Assuming that the Underwriter acquires the Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has without notice of any “adverse claim” claim (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (York), upon the “UCC”)) crediting of the Shares to such Shares or any the securities account of the Underwriter maintained with DTC and payment therefor by the Underwriter, as provided herein, the Underwriter will have acquired a security entitlement in respect thereofto the Shares, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares claim may be successfully asserted against the Underwriters Underwriter with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i), the terms “delivery,” “securities account” and “security entitlement” have the meanings given them in Article 8 of the UCC. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust[ ], as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and (iii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder’s attorneys-in-fact (the “Attorneys”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, the execution, delivery or performance by such Selling Stockholder of this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except for registration under the Act for the Shares, the approval by FINRA or such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “Selling Stockholders” (excluding percentages that appear in the table) that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on the Closing Date or the Additional Closing Date, if applicableas the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and or the Additional Closing Date, if applicableas the case may be, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives Representative of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder has, and immediately prior to the Closing Date will have, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 6.1 hereof are not true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or an affiliate of information not disclosed in the Registration Statement or the Prospectus that has had or may have a current officer or director of the CompanyMaterial Adverse Effect, and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.

Of the Selling Stockholders. Each Selling Stockholder hereby represents and warrants, severally as to itself and not jointly, to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, if applicable, that: (a) Such Selling Stockholder is and will be the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement on the Closing Date, and has, and on the Closing Date Date, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, subject to the terms of any custody agreement to which such Shares are subject and the transfer restrictions of the Lock-up Agreement. (b) Such Selling Stockholder has, and on the Closing Date, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into (i) this Agreement, (ii) the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & TrustXxxxx Fargo Bank Minnesota, N.A., as custodian (the “"Custodian”"), relating to the deposit of the Shares to be sold by such Selling Stockholder (the “"Custody Agreement”") and (iii) the Power of Attorney (the "Power of Attorney"), appointing certain individuals named therein as such Selling Stockholder’s 's attorneys-in-fact (the “"Attorneys”) "), to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”) Prospectus, to sell, assign, transfer transfer, and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein. (bc) Each of the this Agreement, the Custody Agreement and Power of Attorney of such Selling Stockholder has been duly authorized, executed executed, and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, and, in the case of the Custody Agreement and Power of Attorney, enforceable as to such Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency insolvency, moratorium, and other laws affecting creditors’ ' rights generally, generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought and (iii) brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. Pursuant laws and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder’s 's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (cd) None of the sale of the Shares by such Selling Stockholder, ; the execution, delivery delivery, or performance by such Selling Stockholder of this Agreement, the Custody Agreement Agreement, and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, ; the compliance by such Selling Stockholder with all the provisions hereof and thereof thereof; nor the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization authorization, or other order of, or registration or filing with, any court, regulatory body body, or administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Shares under the Act for the Shares, the approval by FINRA or such and as may be required under the securities or Blue Sky laws of the various states, and except for the NASD's clearance of the underwriting terms of the offering contemplated hereby as required under the NASD's Rules of Fair Practice), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound bound, or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to such Selling Stockholder or any property of such Selling Stockholder; except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, impair in any respect the fulfillment of such Selling Stockholder’s obligations hereunder. (de) The information in the Prospectus under the caption “"Principal and Selling Stockholders” (excluding percentages that appear in the table) " that specifically relates to such Selling Stockholder (the “Selling Stockholder Information”) does not, and will not on Closing Date or the Additional Closing Date, if applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ef) At any time prior to the Closing Date and the Additional Closing Date, if applicable, if there is any change in the information referred to in Section 6.2(e) hereof, such Selling Stockholder will immediately notify the Representatives of such change. (fg) Other than excepted activity pursuant to Regulation M under the Registration Statement, the Preliminary Prospectus and the ProspectusExchange Act, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (g) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (h) Such Selling Stockholder hasUpon delivery of, and immediately prior to the Closing Date will havepayment for, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. Upon delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters maintained at DTC and payment therefor pursuant hereto and assuming neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof, (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts Underwriters, free of the several Underwriters all restrictions on the records of DTC will have been made pursuant to the UCC. As used in this Section 6.2(i)transfer, the terms “delivery,” “securities account” liens, encumbrances, security interests, equities and “security entitlement” have the meanings given them in Article 8 of the UCCclaims whatsoever. (i) Such Selling Stockholder does not have any registration rights or other similar rights to have any equity or debt securities registered for sale by the Company Fargo under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are set forth in the Registration Rights Agreement between the Company and such Selling Stockholder referenced in the Registration Statement and are being exercised in the offering through the sale of Shares as contemplated by this Agreement or such rights as have been duly waived. (j) Such Selling Stockholder, if a current officer or director of the Company or an affiliate of a current officer or director of the Company, is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement.