Common use of Purchase of the Shares Clause in Contracts

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $41.64 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2. (b) The Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders at the offices of Ropes & Gray LLP at 10:00 A.M. New York City time on February 29, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. (d) Each of the Company Parties and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders or any other person. Additionally, the Underwriters are not advising the Company Parties, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 (the “Purchase Price”) from each of the Selling Stockholders the number Shares at a purchase price per share of Shares set forth opposite their respective names in Schedule 2$36.60 (the “Purchase Price”). (b) The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure PackageProspectus. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter at the offices of Ropes Xxxxxxx Xxxxxxx & Gray LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. A.M., New York City time time, on February 29May 10, 20242013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the each Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall Underwriter otherwise instructinstructs. The certificates for the Shares, if applicable, will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the each Selling Stockholders Stockholder, severally and not jointly, acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the each Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the such Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the any Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationother person.

Purchase of the Shares. (a) 4.1. Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this underwriting agreement (this “Agreement”), and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 73.01 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares as set forth opposite their respective names in Schedule 2I hereto. (b) 4.2. The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) 4.3. Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter at the offices of Ropes Cravath, Swaine & Gray LLP Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M. A.M., New York City time time, on February 29July 19, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter, the Company and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”.” 4.4. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares (if any) will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) 4.5. Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this underwriting agreement (this “Agreement”), and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase the Shares as provided in this Agreement from each of the Selling Stockholders at a price per share of $41.64 33.44 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2). (b) The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter in the case of the Shares, at the offices of Ropes Lxxxxx & Gray Wxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29December 19, 20242023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ” (d) Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters account of the Underwriter of the Shares to be purchased on such date the Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) ), unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (de) Each of the Company Parties and the each Selling Stockholders acknowledges Stockholder acknowledge and agrees agree that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters Underwriter may be required or choose to provide certain the Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to any Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Underwriter is making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as on the basis of the representations, warranties and agreements set forth herein and subject to the extent indicated in Schedule 2 heretoconditions set forth herein, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 15.15 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares (to be adjusted by the Underwriter in its sole discretion to eliminate any sales or purchases of fractional shares) to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 21 hereto. (b) The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter in the case of the Shares, at the offices of Ropes Xxxxxx & Gray LLP Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. A.M., New York City time time, on February 29March 15, 20242019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersClosing Date. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. If the Shares are represented by certificates, the certificates for the Shares will be made available for inspection by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Selling Stockholder the Shares at a purchase price per share of $41.64 13.31 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2). (b) The Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to the Underwriter at the offices of Ropes Cravath, Swaine & Gray Xxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29May 27, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter’s account of the Shares to be purchased on such date Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling StockholdersStockholder. Moreover, the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that, although the Underwriters Underwriter may be required or choose to provide certain the Selling Stockholders Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, agreement or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Underwriter is making such a recommendation.

Purchase of the Shares. (a) Each The Selling Stockholder agrees, on the basis of the Selling Stockholders agreesrepresentations, severally warranties and not jointly, as agreements set forth herein and subject to the extent indicated in Schedule 2 heretoconditions set forth herein, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Selling Stockholder 4,000,000 Shares at a price per share of $41.64 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2$15.11. (b) The Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each Selling Stockholder to the Underwriter in the case of the Selling Stockholders Underwritten Shares, at the offices of Ropes Xxxxxx & Gray LLP Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. A.M., New York City time time, on February 2912, 20242019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersClosing Date. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. If the Shares are represented by certificates, the certificates for the Shares will be made available for inspection by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationStockholder.

Purchase of the Shares. (a) Each Subject to the terms and conditions herein set forth, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters as provided in this “Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 (the “Purchase Price”) set forth in Annex A hereto from each of the Selling Stockholders the number of Shares as set forth opposite their the Selling Stockholders’ respective names in Schedule 2. (b) The Company and the Selling Stockholders understand and acknowledge that the Underwriters intend to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriters, at the offices of Ropes Xxxxxx & Gray Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29August 28, 20242020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters for the respective accounts of the several Underwriters of the Shares to be purchased on such date Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Underwriters at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Any review by the Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Selling Stockholder the Shares at a purchase price per share of $41.64 11.67 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2). (b) The Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to the Underwriter at the offices of Ropes Cravath, Swaine & Gray Xxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29March 4, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter’s account of the Shares to be purchased on such date Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationStockholder.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $41.64 26.5609 (the “Purchase Price”) ), from each of the Selling Stockholders Stockholder the respective number of Shares set forth opposite their respective names such Underwriter’s name in Schedule 21 hereto. (b) The Company and the Selling Stockholders Stockholder understand that the Underwriters intend to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Stockholders Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any of their respective affiliates; provided that any such offers and sales by an affiliate of an Underwriterthe Underwriters will be subject to the terms and conditions of this Agreement. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to Gxxxxxx Sxxxx, at the offices of Ropes Lxxxxx & Gray LLP Wxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or remotely by exchange of documents and signatures (or their electronic counterparts), at 10:00 A.M. A.M., New York City time time, on February 29September 9, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date Date, shall be made against delivery to the Underwriters of the Shares to be purchased on such date the Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Instructions to the transfer agent for the delivery of the Shares will be made available for inspection by the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the Selling Stockholders acknowledges Stockholder acknowledge and agrees agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and ), which does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters. The Underwriters are not acting as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other entity or person. Additionally, the Underwriters are not advising the Company Parties, the Selling Stockholders or any other entity or person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdictionjurisdiction and none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto, except as expressly set forth in this Agreement. Any review by the Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationStockholder.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesagrees to purchase, severally and not jointly, to purchase at a price per share of $41.64 25.675 (the “Purchase Price”) from each ), all of the Selling Stockholders Shares from the number of Shares set forth opposite their respective names in Schedule 2Company. (b) The Selling Stockholders understand Company understands that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Company acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any of their respective affiliates; provided that any such offers and sales by an affiliate of an Underwriterthe Underwriter will be subject to the terms and conditions of this Agreement. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, the Company to X.X. Xxxxxx Securities LLC, as custodian (the “Custodian”) for each of the Selling Stockholders at the offices of Ropes Xxxxxx & Gray LLP Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. A.M., New York City time time, on February 29November 30, 20242020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date the Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. Instructions to the transfer agent for the delivery of the Shares will be made available for inspection by the Underwriter not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company EVO Parties and the Selling Stockholders acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders each EVO Party with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders EVO Parties or any other entity or person. Additionally, the Underwriters are Underwriter is not advising the Company Parties, the Selling Stockholders EVO Parties or any other entity or person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company EVO Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company EVO Parties or the Selling Stockholders with respect thereto, except as expressly set forth in this Agreement. Any review by the Underwriters Underwriter of the Company EVO Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationEVO Parties.

Purchase of the Shares. (a) Each The Selling Stockholder agrees, on the basis of the Selling Stockholders agreesrepresentations, severally warranties and not jointly, as agreements set forth herein and subject to the extent indicated in Schedule 2 heretoconditions set forth herein, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Selling Stockholder 3,000,000 Shares at a price per share of $41.64 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2$15.24. (b) The Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each Selling Stockholder to the Underwriter in the case of the Selling Stockholders Underwritten Shares, at the offices of Ropes Xxxxxx & Gray LLP Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. A.M., New York City time time, on February 29September 20, 20242018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersClosing Date. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. If the Shares are represented by certificates, the certificates for the Shares will be made available for inspection by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationStockholder.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $41.64 6.175 (the “Purchase Price”) from each of the Selling Stockholders Company the respective number of Shares set forth opposite their respective names such Underwriter’s name in Schedule 21 hereto. (b) The Selling Stockholders understand Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Company acknowledges and agree agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of Company to the Selling Stockholders Representatives at the offices of Ropes & Gray LLP Xxxxxx LLP, counsel for the Underwriters, at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000, at 10:00 A.M. A.M., New York City time time, on February 29December 13, 20242022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Representatives and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”.” (d) Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Representatives shall otherwise instruct. (de) Each of the The Company Parties and the Selling Stockholders acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders or any other person. Additionally, neither the Underwriters are not Representatives nor any other Underwriter is advising the Company Parties, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have no any responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Representatives and the other Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationCompany.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $41.64 33.01 (the “Purchase Price”) ), from each of the Selling Stockholders Stockholder the respective number of Shares set forth opposite their respective names such Underwriter’s name in Schedule 21 hereto. (b) The Company and the Selling Stockholders Stockholder understand that the Underwriters intend to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Stockholders Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any of their respective affiliates; provided that any such offers and sales by an affiliate of an Underwriterthe Underwriters will be subject to the terms and conditions of this Agreement. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to Gxxxxxx Sxxxx, at the offices of Ropes Lxxxxx & Gray LLP Wxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or remotely by exchange of documents and signatures (or their electronic counterparts), at 10:00 A.M. A.M., New York City time time, on February 29August 18, 20242022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date Date, shall be made against delivery to the Underwriters of the Shares to be purchased on such date the Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Instructions to the transfer agent for the delivery of the Shares will be made available for inspection by the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the Selling Stockholders acknowledges Stockholder acknowledge and agrees agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and ), which does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters. The Underwriters are not acting as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other entity or person. Additionally, the Underwriters are not advising the Company Parties, the Selling Stockholders or any other entity or person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdictionjurisdiction and none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto, except as expressly set forth in this Agreement. Any review by the Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationStockholder.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, jointly to sell the Underwritten Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 43.45 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2Underwritten Shares. (b) The Each Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Each of the Selling Stockholders acknowledge acknowledges and agree agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter in the case of the Underwritten Shares, at the offices of Ropes Xxxxx Xxxx & Gray LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. A.M., New York City time time, on February 29May 25, 2024, 2023 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact Selling Stockholders may agree upon in writing. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the Company Parties Xxxx Party and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Xxxx Parties and the each Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Xxxx Parties, the each Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company Xxxx Parties, the each Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Xxxx Parties and the each Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company Xxxx Parties or the each Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company Xxxx Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Xxxx Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.each Selling

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Selling Stockholders at a purchase price per share of $41.64 8.90 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 21 hereto. (b) The Each of the Selling Stockholders understand understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Each of the Selling Stockholders acknowledge acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter at the offices of Ropes Cravath, Swaine & Gray Xxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29December 17, 20242020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter’s account of the Shares to be purchased on such date date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this “Agreement”, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 6.37 (the “Purchase Price”) from each of the Selling Stockholders Company the respective number of Shares set forth opposite their respective names the Underwriter’s name in Schedule 21 hereto. (b) The Selling Stockholders understand Company understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Company acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of Company to the Selling Stockholders Underwriter at the offices of Ropes Cravath, Swaine & Gray LLP Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on February 29November 8, 20242022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the The Company Parties and the Selling Stockholders acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company Parties, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationCompany.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 24.7215 (the “Purchase Price”) from each of the Selling Stockholders Company the number of Shares set forth opposite their respective names such Underwriter’s name in Schedule 21 hereto. (b) The Selling Stockholders Company and Carnival plc understand that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders Company and Carnival plc acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for and delivery of the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders at the offices of Ropes Xxxxxxx Xxxxxxx & Gray Xxxxxxxx LLP at 10:00 A.M. New York City time on February 2925, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for and delivery of the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter and made against delivery to the Underwriters Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the The Company Parties and the Selling Stockholders acknowledges Carnival plc acknowledge and agrees agree that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Carnival plc with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Carnival plc or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Carnival plc or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Carnival plc shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders Carnival plc with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, Carnival plc, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationCarnival plc.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase the Shares from the Company at a price per share of $41.64 23.207 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2). (ba) The Selling Stockholders understand Company understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Company acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (cb) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each Company to the Underwriter in the case of the Selling Stockholders Shares, at the offices of Ropes Xxxxxx & Gray Xxxxxxx LLP at 10:00 A.M. New York City time on February 29August 30, 20242018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter for the respective accounts of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (dc) Each of the The Company Parties and the Selling Stockholders acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders or any other person, other than in its capacity as financial advisor with respect to the Merger. Additionally, the Underwriters are Underwriter is not advising the Company Parties, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionjurisdiction with respect to the Shares. The Company Parties and the Selling Stockholders shall consult with their its own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationCompany.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 34.91 (the “Purchase Price”) from each of the Selling Stockholders Stockholder the number of Shares set forth opposite their respective names in Schedule 2Shares. (b) The Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each Selling Stockholder to the Underwriter in the case of the Selling Stockholders Shares, at the offices of Ropes Xxxxxxx Xxxxxxx & Gray Xxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29August 9, 20242023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ” (d) Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (de) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling StockholdersStockholder. Moreover, the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that, although the Underwriters Underwriter may be required or choose to provide certain the Selling Stockholders Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Underwriter is making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 128.21 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 22 hereto. (b) The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter at the offices office of Ropes Cravath, Swaine & Gray LLP Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on February 29December 14, 20242023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writingupon. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that, although the Underwriters Underwriter may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to any Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Underwriter is making such a recommendation.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Shareholder agrees to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $41.64 (the “Purchase Price”) of $40.84 from each of the Selling Stockholders Shareholder the respective number of Shares set forth opposite their respective names such Underwriter’s name in Schedule 21 hereto. (b) The Company and the Selling Stockholders Shareholder understand that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Stockholders Shareholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each Selling Shareholder to the Underwriters in the case of the Selling Stockholders Shares, at the offices of Ropes Xxxxxxxxx & Gray LLP Xxxxxxx LLP, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. A.M., New York City time time, on February 29June 10, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact the Selling Shareholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters for the respective accounts of the several Underwriters of the Shares to be purchased on such date the Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersShareholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriters at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the Selling Stockholders Shareholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Shareholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Shareholder or any other person. Additionally, none of the Underwriters are not is advising the Company PartiesCompany, the Selling Stockholders Shareholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company Parties and the Selling Stockholders Shareholder shall consult with their its own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters shall have no any responsibility or liability to the Company Parties or the Selling Stockholders Shareholder with respect thereto. Any review by the Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationShareholder.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $41.64 30.301 (the “Purchase Price”) ), from each of the Selling Stockholders Stockholder the respective number of Shares set forth opposite their respective names such Underwriter’s name in Schedule 21 hereto. (b) The Company and the Selling Stockholders Stockholder understand that the Underwriters intend to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Stockholders Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any of their respective affiliates; provided that any such offers and sales by an affiliate of an Underwriterthe Underwriters will be subject to the terms and conditions of this Agreement. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to Gxxxxxx Sxxxx, at the offices of Ropes Lxxxxx & Gray LLP Wxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or remotely by exchange of documents and signatures (or their electronic counterparts), at 10:00 A.M. A.M., New York City time time, on February 29March 3, 20242023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date Date, shall be made against delivery to the Underwriters of the Shares to be purchased on such date the Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Instructions to the transfer agent for the delivery of the Shares will be made available for inspection by the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the Selling Stockholders acknowledges Stockholder acknowledge and agrees agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and ), which does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters. The Underwriters are not acting as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other entity or person. Additionally, the Underwriters are not advising the Company Parties, the Selling Stockholders or any other entity or person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdictionjurisdiction and none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto, except as expressly set forth in this Agreement. Any review by the Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationStockholder.

Purchase of the Shares. The Company and the Selling Stockholder, jointly and severally, hereby agree with the Underwriter as follows: (a) Each of The Company agrees to issue and sell the Company Shares and the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Selling Stockholder Shares to the several Underwriters Underwriter as provided in this Agreementhereinafter provided, and each the Underwriter, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder the Shares at a purchase price per share (the "Purchase Price") of $41.64 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 230.50. (b) The Company and the Selling Stockholders Stockholder understand that the Underwriters intend Underwriter intends (i) to make a public offering of the SharesShares as soon after the parties hereto have executed and delivered this Agreement, as in the judgment of the Underwriter is advisable and (ii) initially to offer the Shares on upon the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an UnderwriterProspectus. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of Company and the Selling Stockholders at Stockholder to the offices of Ropes & Gray LLP at 10:00 A.M. New York City time Underwriter on February 29December 21, 20242004, or at such other time or place on the same or such other date, not later than the fifth business day thereafterBusiness Day after the trade date, as the Underwriters Underwriter and an Attorney-in-Fact the Company and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “"Closing Date.” ". As used herein, the term "Business Day" means any day other than a day on which banks are permitted or required to be closed in New York City. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date registered in such names and in such denominations as the Underwriter shall request in writing not later than two full Business Days prior to the Closing Date with any transfer taxes payable in connection with the sale transfer to the Underwriter of such the Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. (d) Each of the Company Parties and the Selling Stockholders acknowledges and agrees that Stockholder. The certificates for the Underwriters are acting solely in Shares will be made available for inspection by the capacity Underwriter at the office of an arm’s length contractual counterparty Cantor Xxxxxxxxxx & Co. set forth above not later than 1:00 P.M., New York City time, on the Business Day prior to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders or any other person. Additionally, the Underwriters are not advising the Company Parties, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationClosing Date.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 (the “Purchase Price”) from each of the Selling Stockholders the number Shares at a purchase price per share of Shares set forth opposite their respective names in Schedule 2$34.60 (the “Purchase Price”). (b) The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure PackageProspectus. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter at the offices of Ropes Xxxxxxx Xxxxxxx & Gray LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. A.M., New York City time time, on February 2926, 20242013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the each Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall Underwriter otherwise instructinstructs. The certificates for the Shares, if applicable, will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the each Selling Stockholders Stockholder, severally and not jointly, acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the each Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the such Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the any Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationother person.

Purchase of the Shares. (a) Each Subject to the terms and conditions herein set forth, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this “Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 (the “Purchase Price”) set forth in Annex A hereto from each of the Selling Stockholders the number of Shares as set forth opposite their the Selling Stockholders’ respective names in Schedule 2. (b) The Company and the Selling Stockholders understand and acknowledge that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter, at the offices of Ropes Xxxxxx & Gray Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29September 6, 20242019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter for the account of the Underwriter of the Shares to be purchased on such date Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.

Purchase of the Shares. (a) Each Subject to the terms and conditions herein set forth, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this “Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 (the “Purchase Price”) set forth in Annex A hereto from each of the Selling Stockholders the number of Shares as set forth opposite their the Selling Stockholders’ respective names in Schedule 2. (b) The Company and the Selling Stockholders understand and acknowledge that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter, at the offices of Ropes Xxxxxx & Gray Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29November 15, 20242019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter for the account of the Underwriter of the Shares to be purchased on such date Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $41.64 27.355 (the “Purchase Price”) from each ), 50% of the Selling Stockholders Shares from the number of Shares set forth opposite their respective names in Schedule 2Company. (b) The Selling Stockholders understand Company understands that the Underwriters intend to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters are advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Company acknowledges and agree agrees that the Underwriters may offer and sell Shares to or through any of their respective affiliates; provided that any such offers and sales by an affiliate of an Underwriterthe Underwriters will be subject to the terms and conditions of this Agreement. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) Company to J.X. Xxxxxx Securities LLC for each the respective accounts of the Selling Stockholders Underwriters, at the offices of Ropes Lxxxxx & Gray LLP Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. A.M., New York City time time, on February 29December 9, 20242019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters of the Shares to be purchased on such date the Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Instructions to the transfer agent for the delivery of the Shares will be made available for inspection by the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company EVO Parties and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders each EVO Party with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders EVO Parties or any other entity or person. Additionally, the Underwriters are not advising the Company Parties, the Selling Stockholders EVO Parties or any other entity or person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company EVO Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have no any responsibility or liability to the Company EVO Parties or the Selling Stockholders with respect thereto, except as expressly set forth in this Agreement. Any review by the Underwriters of the Company EVO Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationEVO Parties.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Selling Stockholder the Shares at a purchase price per share of $41.64 10.72 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2). (b) The Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to the Underwriter at the offices of Ropes Cravath, Swaine & Gray Xxxxx LLP at 10:00 A.M. A.M., New York City time time, on February 29January 20, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter’s account of the Shares to be purchased on such date Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationStockholder.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Selling Stockholder agrees to sell to the Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Selling Stockholder, at a price per share of $41.64 8.39 (the “Purchase Price”) from each ), all of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2Shares. (b) The Company and the Selling Stockholders Stockholder understand that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Stockholders Stockholder acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account account(s) specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to the Underwriter at the offices of Ropes Xxxxxx & Gray LLP Xxxxxxx LLP, located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. New York City time on February 29September 10, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter, the Company and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to be purchased on such date the Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company and the Selling StockholdersStockholder, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no any responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling StockholdersStockholder. Moreover, the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that, although the Underwriters Underwriter may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Underwriter is making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares set forth opposite its name in Schedule 2 hereto to the several Underwriters itself as Underwriter as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from itself as Selling Stockholder at a price per share of $41.64 (the “Purchase Price”) from each of the Selling Stockholders [•], the number of Shares set forth opposite their respective names in such Underwriter’s name on Schedule 21 hereto. (b) The Each of the Company and the Selling Stockholders understand understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Each of the Company and the Selling Stockholders acknowledge acknowledges and agree agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (each Selling Stockholder to the “Custodian”) for each of the Selling Stockholders Underwriters at the offices of Ropes Xxxxxxxx & Gray LLP Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on February 29June [•], 20242018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters for their respective accounts of the Shares to be purchased on such date Shares, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. (d) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders or any other personhereby. Additionally, no Underwriter is acting as the Underwriters are not agent or fiduciary of the Company or is advising the Company Parties, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters no Underwriter shall have no any responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any No Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering of Shares contemplated hereby, and any review by the Underwriters of the Company Parties, of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationCompany.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesagrees to purchase, severally and not jointly, to purchase at a price per share of $41.64 28.25 (the “Purchase Price”) from each ), 50% of the Selling Stockholders Shares from the number of Shares set forth opposite their respective names in Schedule 2Company. (b) The Selling Stockholders understand Company understands that the Underwriters intend to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters are advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Company acknowledges and agree agrees that the Underwriters may offer and sell Shares to or through any of their respective affiliates; provided that any such offers and sales by an affiliate of an Underwriterthe Underwriters will be subject to the terms and conditions of this Agreement. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Companythe Company to BofA Securities, LLC, as custodian (Inc. for the “Custodian”) for each respective accounts of the Selling Stockholders Underwriters, at the offices of Ropes Xxxxxx & Gray LLP Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. A.M., New York City time time, on February 29August 15, 20242019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters of the Shares to be purchased on such date the Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Instructions to the transfer agent for the delivery of the Shares will be made available for inspection by the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company EVO Parties and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders each EVO Party with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders EVO Parties or any other entity or person. Additionally, the Underwriters are not advising the Company Parties, the Selling Stockholders EVO Parties or any other entity or person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company EVO Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have no any responsibility or liability to the Company EVO Parties or the Selling Stockholders with respect thereto, except as expressly set forth in this Agreement. Any review by the Underwriters of the Company EVO Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationEVO Parties.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the number of Shares set forth opposite the name of such Selling Stockholder on Schedule I hereto to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 (the “Purchase Price”) from each of the Selling Stockholders the number Shares at a purchase price per share of Shares set forth opposite their respective names in Schedule 2$42.28 (the “Purchase Price”). (b) The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the SharesShares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure PackageProspectus. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter at the offices of Ropes Xxxxxxx Xxxxxxx & Gray LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. A.M., New York City time time, on February 29August 7, 20242013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter and an Attorney-in-Fact the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the each Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall Underwriter otherwise instructinstructs. The certificates for the Shares, if applicable, will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) Each of the Company Parties and the each Selling Stockholders Stockholder, severally and not jointly, acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the each Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the such Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the any Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationother person.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $41.64 10.6425 (the “Purchase Price”) from each of the Selling Stockholders Company the respective number of Shares set forth opposite their respective names such Underwriter’s name in Schedule 21 hereto. (b) The Selling Stockholders understand Company understands that the Underwriters intend to make a public offering of the Shares, Shares and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge Company acknowledges and agree agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each Company to the Representative in the case of the Selling Stockholders Shares, at the offices of Ropes & Gray LLP Cxxxxx LLP, counsel for the Underwriters, at 50 Xxxxxx Xxxxx, New York, NY 10001, at 10:00 A.M. New York City time on February 29January 23, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Representative and an Attorney-in-Fact the Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Shares to be purchased on such date in book-entry form registered in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Representative shall otherwise instruct. (d) Each of the The Company Parties and the Selling Stockholders acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Parties, the Selling Stockholders or any other person. Additionally, neither the Underwriters are not Representative nor any other Underwriter is advising the Company Parties, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have no any responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Representative and the other Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the Selling Stockholders acknowledge and agree that, although the Underwriters may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, nothing set forth in such disclosures is intended to suggest that the Underwriters are making such a recommendationCompany.

Purchase of the Shares. (a) Each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Shares to the several Underwriters Underwriter as provided in this underwriting agreement (this “Agreement”), and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per share of $41.64 75.9656 (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 21 hereto. (b) The Selling Stockholders understand that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders to the Underwriter at the offices of Ropes Xxxxxxx Xxxxxxx & Gray Xxxxxxxx LLP at 10:00 A.M. New York City time on February 29August 10, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and an Attorney-in-Fact Underwriter or the Selling Stockholders may agree upon in writing. writing The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ” (d) Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters Underwriter of the Shares to be purchased on such date date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (de) Each of the Company Parties and the each Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling Stockholders. Moreover, the each Selling Stockholders acknowledge Shareholder acknowledges and agree agrees that, although the Underwriters Underwriter may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to any Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Underwriter is making such a recommendation.

Purchase of the Shares. (a) Each of the The Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, Stockholder agrees to sell the Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Selling Stockholder the Shares at a price per share of $41.64 [●] (the “Purchase Price”) from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 2). (b) The Each of the Company and the Selling Stockholders understand Stockholder understands that the Underwriters intend Underwriter intends to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Each of the Company and the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that the Underwriters Underwriter may offer and sell Shares to or through any affiliate of an Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by Equiniti Trust Company, LLC, as custodian (the “Custodian”) for each of the Selling Stockholders Stockholder to the Underwriter at the offices of Ropes & Gray LLP [●] at 10:00 A.M. A.M., New York City time on February 29[●], 20242023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Underwriter, the Company and an Attorney-in-Fact the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” ”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriters of the Shares to be purchased on such date Underwriter with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersStockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Underwriter shall otherwise instruct. (d) Each of the Company Parties and the Selling Stockholders Stockholder acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company PartiesCompany, the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall not have no any responsibility or liability to the Company Parties or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company Parties or the Selling StockholdersStockholder. Moreover, the Selling Stockholders acknowledge Shareholder acknowledges and agree agrees that, although the Underwriters Underwriter may be required or choose to provide certain the Selling Stockholders Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, enter into the Underwriter is not making a “lock-up” agreement, recommendation to the Selling Stockholder to participate in the offering or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Underwriter is making such a recommendation.

Purchase of the Shares. (a) Each of the Selling Stockholders Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, jointly to sell the Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $41.64 [ ● ] (the “Purchase Price”) from each of the Selling Stockholders Shareholders the number of Shares as set forth opposite their respective names in Schedule 22 hereto. (b) The Selling Stockholders Shareholders understand that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders Shareholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Each of the Selling Shareholders acknowledge and agree that the amounts payable to such Selling Shareholder pursuant to this Agreement may be subject to withholding at source in accordance with the terms of the Paying Agent Agreement by and between the Company, the Representative, and ESOP Management and Trust Services Ltd., dated [ ● ], 2021)(the “Paying Agent Agreement”). (d) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified in the Paying Agent Agreement or to such other account as may be agreed in writing by Equiniti Trust Company, LLC, as custodian the Attorneys-in-Fact and the Representative (the “CustodianAccount”) for each of the Selling Stockholders at the offices of Ropes Xxxxxx & Gray LLP Xxxxxxx LLP, counsel for the Underwriters, at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, at 10:00 A.M. New York City time on February 29[ ● ], 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters Representative and an Attorneythe Attorneys-in-Fact may agree upon in writing. Transfer to the Account by the Underwriters of the price for the Shares (less any deductions permitted pursuant to this Agreement and the Paying Agent Agreement) shall constitute full and final satisfaction of the Underwriter’s payment obligations to the Selling Shareholders pursuant to this Agreement. The time and date of such payment for the Shares is referred to herein as the “Closing Date.” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling StockholdersShareholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters Representative shall otherwise instruct. (de) Each of the Company Parties and the each Selling Stockholders Shareholder acknowledges and agrees that the Representative and the other Underwriters are each acting as principal and solely in the capacity of an arm’s length contractual counterparty to the Company Parties and the Selling Stockholders Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the offering price of the Shares, the other terms of the offering and any interaction that the Underwriters have with the Company, the Selling Shareholders and/or their respective representatives or agents in relation to the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company PartiesCompany, the Selling Stockholders Shareholders or any other person. With respect to any natural person Selling Shareholder, the interactions engaged in with respect to this Agreement or the transactions contemplated hereby between the Underwriters, on the one hand, and any such Selling Shareholder and its representatives or agents, on the other, will not be deemed to form a relationship with such Selling Shareholder that would require the Representative or any other Underwriter to treat the Selling Shareholder as a “retail customer” for purposes of Regulation Best Interest (“Reg BI”) pursuant to Rule 15l-1 of the Securities Exchange Act of 1934 (the “Exchange Act”), or a “retail investor” for purposes of Form CRS (“Form CRS”) pursuant to Rule 17a-14 of the Exchange Act. Additionally, neither the Underwriters are not Representative nor any other Underwriter is advising the Company PartiesCompany, the Selling Stockholders Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Parties and the Selling Stockholders Shareholders shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions or other matters addressed herein or contemplated hereby, and neither the Representative nor the other Underwriters shall have no any responsibility or liability to the Company Parties or the Selling Stockholders Shareholders with respect thereto. Any review by the Representative and the other Underwriters of the Company PartiesCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Parties or the Selling StockholdersShareholders. The Company specifically acknowledges and agrees that in any and all discussions with the Representative or the other Underwriters in connection with this Agreement and the matters contemplated hereby, that the Representative and the other Underwriters are providing services solely to the Company and all such employees, officers or directors of the Company engaged in such discussions are acting solely as representatives of the Company not in their individual or personal capacity as potential selling shareholders or as representatives of the Selling Shareholders (or any individual Selling Shareholder), and that any view expressed or recommendation that may be deemed to be made by the Representative or the other Underwriters is expressed or made solely to and for the benefit of the Company. Moreover, the each Selling Stockholders acknowledge Shareholder acknowledges and agree agrees that, although the Underwriters Representative or another Underwriter may be required or choose to provide certain Selling Stockholders Shareholders with certain Regulation Best Interest and Reg BI and/or Form CRS disclosures in connection with the offeringoffering of the Shares or otherwise, enter into the Representative and the other Underwriters are not making and have not made a “lock-up” agreementrecommendation to any Selling Shareholder (including any Selling Shareholder that may have received the aforementioned disclosures) to participate in the offering of the Shares, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriters are Representative or any other Underwriter is making such a recommendationrecommendation or is assuming any type of obligation under Reg BI or Form CRS in respect of any such Selling Shareholder in connection with the offering of the Shares or this Agreement.