Common use of Representations and Warranties of the Selling Shareholder Clause in Contracts

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded): (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2) This Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, and the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement, the Custody Agreement signed by such Selling Shareholder and the Company, as Custodian, relating to the deposit of the Shares to be sold by the Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as the Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not result in contravene any provision of (i) a breach of any contracts or documents to which the Selling Shareholder is a party or is otherwise boundapplicable law, or (ii) a violation the certificate of incorporation or by-laws of the Selling Shareholder, or (iii) any statutes, laws, regulations agreement or orders to which other instrument binding upon the Selling Shareholder is subject. or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, and (5iv) No permitno consent, authorizationapproval, order, consent authorization or approval of or byorder of, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement or the consummation Custody Agreement or Power of Attorney of the Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on each Option Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by the Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) With respect to Shares delivered by the Selling Shareholder in certificated form to the Underwriters, delivery of such Shares to be sold by the Selling Stockholder and payment therefore pursuant to this Agreement will pass valid title to such Shares, free and clear of any adverse claim within the meaning of Section 8-102 of the New York Uniform Commercial Code, to each Underwriter who has purchased such Shares without notice of an adverse claim. (f) With respect to Shares to be delivered by the Selling Shareholder to the Underwriters through The Depository Trust Company (“DTC”), upon indication by book entry that such Shares to be sold by the Selling Shareholder pursuant to this Agreement have been credited to a securities account maintained by DTC and payment therefor in accordance with this Agreement (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement with respect to such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against any Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that DTC is a securities intermediary as defined in Section 8-1-2(14) of the UCC. (g) The Selling Shareholder is willing to, has no reason to believe that the representations and hereby does, forgoes through the sale warranties of the Repurchased Shares Company contained in Section 1 are not true and correct, is familiar with the potential for future economic gain Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that might be realized from owning has had, or may have, a material adverse effect on the Repurchased SharesCompany, taken as a whole. The Selling Shareholder acknowledges is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and agrees at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the Repurchase Price may not adequately reflect all available informationrepresentations and warranties set forth in this paragraph 2(g) are limited to (A) statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto and (B) those portions of the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto specifically referencing the Selling Shareholder. The Selling Shareholder understands that is not prompted by any information concerning the Company’s plans for the future, if successful, may result Company which is not set forth in the Company’s capital shares becoming significantly more valuable Time of Sale Prospectus and that the future value of the Repurchased Prospectus to sell its Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity eventspursuant to this Agreement.

Representations and Warranties of the Selling Shareholder. (a) The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2i) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3ii) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement will not result in contravene any provision of (i) a breach the certificate of incorporation or by-laws of the Selling Shareholder, (ii) any contracts agreement or documents to which other instrument binding upon the Selling Shareholder is a party or is otherwise bound(iii) any applicable law or judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except, in the case of clauses (ii) and (iii) above, that would not, individually or in the aggregate, reasonably be expected to have a violation Material Adverse Effect or a material adverse effect on the power or ability of any statutes, laws, regulations or orders to which the Selling Shareholder is subjectto perform its obligations under this Agreement. (5iii) No permitconsent, authorizationapproval, order, consent authorization or approval of or byorder of, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders or qualifications as have been obtained or may be required by FINRA and applicable state securities laws and foreign securities laws in connection with the consummation offer and sale of the Shares. (iv) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6v) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (vi) The Selling Shareholder is willing tofamiliar with the Registration Statement, the Time of Sale Prospectus and hereby doesthe Prospectus and has no knowledge of any material fact, forgoes through condition or information not disclosed in the sale Time of Sale Prospectus or the Repurchased Shares the potential for future economic gain Prospectus that might be realized from owning the Repurchased Shareshas had, or may have, a Material Adverse Effect. The Selling Shareholder acknowledges is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (vii) (i) Solely to the extent that any statements in, or omissions from, the Registration Statement are made in reliance upon and agrees in conformity with information furnished to the Company by the Selling Shareholder expressly for use therein, the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) solely to the extent that any statements in, or omissions from, the Time of Sale Prospectus are made in reliance upon and in conformity with information furnished to the Company by the Selling Shareholder expressly for use therein, the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) solely to the extent that any statements in, or omissions from, the Prospectus are made in reliance upon and in conformity with information furnished to the Company by the Selling Shareholder expressly for use therein, the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Repurchase Price may representations and warranties set forth in this paragraph 2(a)(vii) do not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result apply to statements or omissions in the Company’s capital shares becoming significantly more valuable and that Registration Statement or the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that Prospectus based upon information relating to any Underwriter furnished to the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Neverthelessin writing by such Underwriter through you expressly for use therein. (viii) Having made reasonable inquiry, the Selling Shareholder is selling not aware of any facts that would cause the Repurchased Shares representations and warranties of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions Company contained in Section 1 to not be true and liquidity eventscorrect in all material respects.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and each Underwriter as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):follows: (1a) The Selling Shareholder is has caused the sole legal and beneficial owner of Shares to be sold by the Repurchased SharesSelling Shareholder hereunder to be transferred to LaSalle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company)lien, includingclaim, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer security interest or other encumbrancesencumbrance. (2b) This Agreement has and the Lock-Up Agreement have each been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a the valid and legally binding obligation agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3c) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, Agreement and the performance by the Selling Shareholder of its obligations hereunder under this Agreement (i) will not contravene any provision of applicable law, statute, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such as may be required by the Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in (i) a breach the creation or imposition of any contracts lien, charge or documents encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or is otherwise bound, by which the Selling Shareholder may be bound or (ii) a violation of any statutes, laws, regulations or orders to which any of the property or assets of the Selling Shareholder is subject. (5d) No permitThe Selling Shareholder has, authorizationand on the Firm Shares Closing Date will have, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with valid and marketable title to the execution, delivery and performance Shares to be sold by the Selling Shareholder free and clear of this Agreement any lien, claim, security interest or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity eventsother encumbrance, including, without limitation, an initial public offering of any restriction on transfer, except as otherwise described in the Company’s securities Registration Statement and Prospectus. (e) The Selling Shareholder has, and on a stock exchange. Neverthelessthe Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder is selling in the Repurchased manner provided by this Agreement. (f) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder’s own free 's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (j) The Selling Shareholder has not taken and will with not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the full understanding price of such potential mergers, acquisitions and liquidity eventsany security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to to, and agrees with, each of the Company on Underwriters that, as of the date hereof and as of the Effective First Closing Date and the each Option Closing Date (as follows (and any other representations and warranties is expressly excludedif made at such Closing Date): (1) a. The Selling Shareholder has been duly formed and is validly existing as a business company limited by shares in good standing under the sole legal and beneficial owner laws of the Repurchased British Virgin Islands. The shareholders of the Selling Shareholder are as disclosed in the Pricing Disclosure Package and the Prospectus. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder of this Agreement, and for the sale and delivery of the Selling Shareholder Firm Shares to be sold by the Selling Shareholder hereunder, have been obtained, except for the registration under the Securities Act of the Selling Shareholder Firm Shares or approval for listing on the Exchange and such consents, approvals, authorizations and orders (x) as may be required under federal or state securities or Blue Sky laws or the rules and regulations of FINRA or (y) that have already been obtained; and the Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Selling Shareholder Firm Shares to be sold by the Selling Shareholder hereunder. b. The sale of the Selling Shareholder Firm Shares to be sold by the Selling Shareholder hereunder and the compliance by the Selling Shareholder with this Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, except as would not reasonably be expected to affect the validity of the Selling Shareholder Firm Shares being sold by the Selling Shareholder or impact the ability of the Selling Shareholder to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement and the consummation by the Selling Shareholder of the transactions contemplated by this Agreement in connection with the Selling Shareholder Firm Shares to be sold by the Selling Shareholder hereunder, except the registration under the Securities Act of the Selling Shareholder Firm Shares or approval for listing on the Exchange and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under federal or state securities or Blue Sky laws or the rules and regulations of FINRA in connection with the purchase and distribution of the Selling Shareholder Firm Shares by the Underwriters. c. The Selling Shareholder has, and immediately prior to the time of delivery the Selling Shareholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Selling Shareholder Firm Shares to be sold by the Selling Shareholder hereunder at such time of delivery, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Selling Shareholder Firm Shares and payment therefor pursuant hereto, good and valid title to such Selling Shareholder Firm Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriters. d. On or prior to the date hereof, the Selling Shareholder has executed and delivered to the Underwriters a Lock-Up Agreement. e. The Selling Shareholder has not taken and will not take, directly or indirectly, any encumbrances action that is designed to or that has constituted or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Selling Shareholder Firm Shares. f. To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder expressly for use therein (it being understood and agreed upon that the only such information furnished by the Selling Shareholder consists of the following information furnished on behalf of the Selling Shareholder: (i) the legal name, address and the number of securities owned by the Selling Shareholder before and after the offering contemplated hereby and the other information with respect to the Selling Shareholder (other than those set out percentages) that appears in the shareholders’ agreement table and amended corresponding footnotes under the caption “Principal and restated memorandum Selling Shareholder” in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto and articles of association (ii) the description of the CompanySelling Shareholder set forth under the caption “Principal and Selling Shareholder” in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto (such information, the “Selling Shareholder Information”), such statements or omissions made in the Registration Statement and Preliminary Prospectus did, and such statements or omissions made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. g. In order to facilitate the Underwriters’ documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, the Selling Shareholder will deliver to the Representative prior to the date hereof a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). h. The obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Shareholder or any individual who is a shareholder of the Selling Shareholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership, limited liability company or corporation, or by the occurrence of any other event; if any individual Selling Shareholder or shareholder of a Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, limited liability company or corporation should be dissolved, or if any other such event should occur, before the delivery of the Selling Shareholder Firm Shares to be sold by the Selling Shareholder hereunder, certificates or book entry securities entitlements representing the Selling Shareholder Firm Shares to be sold by the Selling Shareholder hereunder shall be delivered by or on behalf of the Selling Shareholder in accordance with the terms and conditions of this Agreement. i. The Selling Shareholder will not directly or indirectly use the proceeds of the Offering of the Selling Shareholder Firm Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of any Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of (A) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope or (B) anti-money laundering laws, including but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti- money laundering, including, without limitationTitle 18 US. Code section 1956 and 1957, any pledgesthe Patriot Act, mortgagesthe Bank Secrecy Act, liensand international anti-money laundering principles or procedures by an intergovernmental group or organization, chargessuch as the Financial Action Task Force on Money Laundering, claims of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any restrictions Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder. j. The Selling Shareholder is not prompted by any material information concerning the Company or any of its Subsidiaries that is not disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus to sell its Selling Shareholder Firm Shares pursuant to this Agreement. k. The Selling Shareholder has the power to submit, and pursuant to Section 18 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of the courts referred to in Section 18 in any suit, action or proceeding against it arising out of or related to this Agreement or with respect to its obligations, liabilities or any other matter arising out of or in connection with the sale of the Selling Shareholder Firm Shares to the Underwriters and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Selling Shareholder has the power to designate, appoint and empower, and pursuant to Section 18 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered the Authorized Agent as agent for service of process in any action arising out of or relating to this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus, or the offering in any of the courts referred to in Section 18, and service of process effected on transfer such authorized agent will be effective to confer valid personal jurisdiction over the Selling Shareholder as provided in Section 18. l. The courts of the British Virgin Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in a New York Court against the Selling Shareholder based upon this Agreement under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other encumbrancescharges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon, provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the British Virgin Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the British Virgin Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; and (f) there is due compliance with the correct procedures under the laws of the British Virgin Islands. The Selling Shareholder is not aware of any reason why the enforcement in the British Virgin Islands of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the British Virgin Islands. (2) m. This Agreement has been duly executed and delivered validly authorized by the Selling Shareholder Shareholder, and, when executed and constitutes delivered, will constitute a valid and legally binding obligation agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, and the performance by the Selling Shareholder of its obligations hereunder will not result in except (i) a breach of any contracts as such enforceability may be limited by bankruptcy, insolvency, reorganization or documents to which the Selling Shareholder is a party or is otherwise boundsimilar laws affecting creditors’ rights generally, or (ii) a violation as enforceability of any statutes, indemnification or contribution provision may be limited under the federal and state securities laws, regulations or orders and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with equitable defenses and to the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder discretion of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might court before which any proceeding therefor may be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.brought

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to to, and agrees with, the Company on Underwriter as of the date hereof and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):that: (1a) The Selling Shareholder is has full right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the sole legal transactions to be entered into by the Selling Shareholder under this Agreement, the Registration Statement, the Pricing Prospectus and beneficial owner of the Repurchased SharesProspectus. This Agreement and the transactions to be entered into by the Selling Shareholder under this Agreement, free the Registration Statement, the Pricing Disclosure Package and clear of any encumbrances (other than those set out in the shareholders’ agreement Prospectus have been duly and amended and restated memorandum and articles of association of validly authorized by the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2) Selling Shareholder. This Agreement has been duly and validly executed and delivered by the Selling Shareholder and constitutes a the legal, valid and legally binding obligation of the Selling Shareholder, enforceable against in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Selling Shareholder agrees that the Shares to be sold by the Selling Shareholder are subject to the interests of the Underwriter, and that the obligations of the Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement by any act of the Selling Shareholder, by operation of law or by the occurrence of any other event. If any event should occur affecting the legal status or capacity of the Selling Shareholder before the delivery of the Shares to be sold by the Selling Shareholder hereunder, the documents evidencing the Shares to be sold by the Selling Shareholder shall be delivered by an agent or representative of the Selling Shareholder in accordance with its termsthe terms and conditions of this Agreement as if such event had not occurred, regardless of whether or not such agent or representative shall have received notice thereof. (3c) The Selling Shareholder has has, and immediately prior to the right to dispose of and sell Closing Date, the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all will have valid title to the necessary authorization and capacity Shares to enter into and to perform its obligations under this Agreement. The execution and delivery be sold by the Selling Shareholder hereunder, free and clear of any and all Liens; and, upon payment by the Underwriter for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the performance by crediting of such Shares on the books of DTC to the securities account of the Underwriter maintained at DTC (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC”)) to such Shares), (A) under Section 8-501 of the UCC, the Underwriter will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its obligations hereunder charter, by-laws and applicable law, (y) DTC will not result be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities account of the Underwriter maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in (i) a breach this Section 2(c), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of any contracts or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subjectUCC. (5d) No permitConsent of, authorizationfrom or with any judicial, order, consent regulatory or approval of other legal or by, governmental agency or body or any registration third party, foreign or filing with or notice todomestic, any person (governmental or private) is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement or the consummation by the Selling Shareholder of the transactions contemplated herebyherein, except for (i) the registration of the Shares under the Securities Act, (ii) such consents approvals, authorizations, orders and registrations or qualifications as has been obtained may be required by Financial Industry Regulatory Authority (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriter, (iii) consents that have been, or prior to the Closing Date will be, obtained, and (iv) consents approvals, authorizations or orders as would not impair in any material respect the ability of the Selling Stockholder to execute, deliver and perform the transactions contemplated by this Agreement. (e) The execution, delivery and performance of this Agreement by the Selling Shareholder as and consummation of any of the date hereofother transactions contemplated herein by the Selling Shareholder or the fulfillment of the terms hereof by the Selling Shareholder will not (A) conflict with, result in a breach or violation of, or constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any Lien upon any property or assets of the Selling Shareholder pursuant to any law, statute, rule or regulation or the terms of any indenture or other agreement or instrument to which the Selling Shareholder is party or bound, or to which any of the property or assets of the Selling Shareholder is subject, or (B) result in any violation of the provisions of any charter or bylaws or certificate of formation, trust agreement, partnership agreement, articles of partnership or other organizational documents, as applicable, of the Selling Shareholder, or (C) result in any violation or breach of any judgment, order, decree statute, rule or regulation applicable to the Selling Shareholder of any court or any public, governmental or regulatory agency or body, administrative agency or arbitrator having jurisdiction over the Selling Shareholder, except in the case of clauses (A) and (C) above, for any such breach, violation or breach that would not have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder. (6f) The Selling Shareholder is willing to, and hereby does, forgoes through does not have any registration or other similar rights to have any equity or debt securities registered for sale by the sale Company under the Registration Statement or included in the offering of the Repurchased Shares Shares, except for such rights as have been waived or which are described in the potential Registration Statement, the Pricing Prospectus and the Prospectus (and which have been complied with). (g) Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Selling Shareholder and any person that would give rise to a valid claim against the Company or the Underwriter for future economic gain that might be realized from owning the Repurchased Shares. a brokerage commission, finder’s fee or other like payment in connection with this offering. (h) The Selling Shareholder acknowledges has no knowledge of any misstatement of a material fact or failure to state a material fact necessary to make the statements in the Pricing Disclosure Package and agrees the Prospectus, in light of the circumstances under which they were made, not misleading, provided, however, that the Repurchase Price may not adequately reflect all available information. representations and warranties set forth in this subsection apply only to statements under the heading “Selling Shareholder” which were furnished in writing to the Company by or on behalf of the Selling Shareholder expressly for use in the Pricing Disclosure Package or the Prospectus. (i) The Selling Shareholder understands has not taken and will not take, directly or indirectly, any action designed to, or that the Company’s plans for the futurecould be reasonably expected to, if successful, may cause or result in the Company’s capital shares becoming significantly more valuable and that the future value stabilization or manipulation of the Repurchased Shares could far exceed price of the Repurchase Price. Common Stock to facilitate the sale or resale of the Shares. (j) The Selling Shareholder acknowledges has not distributed and understands that will not distribute, prior to the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering completion of the CompanyUnderwriter’s securities distribution of the Shares, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, or (ii) the Pricing Prospectus or the Prospectus. Any certificate signed by or on a stock exchange. Nevertheless, behalf of the Selling Shareholder is selling and delivered to the Repurchased Shares of Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by the Selling Shareholder’s own free will with Shareholder to the full understanding of such potential mergers, acquisitions and liquidity eventsUnderwriter as to the matters covered thereby.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement will not result in (i) a breach contravene any provision of applicable law, or the Organizational Documents of the Selling Shareholder, or any contracts agreement or documents to which other instrument binding upon the Selling Shareholder is a party or is otherwise boundany judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, and no consent, approval, authorization or order of, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares or a security entitlement in respect of such Shares. (d) Upon payment for the consummation Shares pursuant to this Agreement, delivery of the Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of the Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to the Shares), (A) DTC shall be a “protected purchaser” of the Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of the Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to the Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) the Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share registry in accordance with its Organizational Documents and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the transactions contemplated hereby, except as has been obtained by UCC and (z) appropriate entries to the Selling Shareholder as accounts of the date hereofseveral Underwriters on the records of DTC will have been made pursuant to the UCC. (6e) The Selling Shareholder is willing tonot prompted by any information concerning the Partnership Entities which is not set forth in the Time of Sale Prospectus to sell the Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and hereby does, forgoes through at the time of each sale of the Repurchased Shares in connection with the potential for future economic gain that might be realized from owning offering when the Repurchased Shares. The Selling Shareholder acknowledges Prospectus is not yet available to prospective purchasers and agrees at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Repurchase Price may representations and warranties set forth in this paragraph 2(f) do not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result apply to statements or omissions in the Company’s capital shares becoming significantly more valuable and that Registration Statement or the future value Prospectus based upon information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use therein. (i) Neither the Selling Shareholder, nor, to the knowledge of the Repurchased Shares could far exceed Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the Repurchase Price. The Selling Shareholder acknowledges and understands subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the Company may pursue various mergers, acquisitions and liquidity events, subject of Sanctions (including, without limitation, an initial public offering Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the Company’s securities on offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a stock exchange. Neverthelessviolation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (a) Neither the Selling Shareholder is selling Shareholder, nor, to the Repurchased Shares knowledge of the Selling Shareholder’s own free , any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the full understanding representations and warranties contained herein; and (c) the Selling Shareholder will not use, directly or indirectly, the proceeds of such potential mergersthe offering in furtherance of an offer, acquisitions payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (iv) The operations of the Selling Shareholder are and liquidity eventshave been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened.

Representations and Warranties of the Selling Shareholder. The Each Selling Shareholder hereby represents and warrants to and agrees with the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriter that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the such Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the such Selling Shareholder of this Agreementof, and the performance by the such Selling Shareholder of its obligations hereunder under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Calpine Corporation, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney, if applicable, appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not result in contravene any provision of applicable law, or the certificate of incorporation or by-laws of such Selling Shareholder (i) a breach of any contracts or documents to which the if such Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or bycorporation), or any registration agreement or filing with other instrument binding upon such Selling Shareholder or notice toany judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, and no consent, approval, authorization or order of, or qualification with, any person (governmental body or private) agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the execution, delivery offer and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder sale of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereofShares. (6c) Such Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder is willing toand are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and hereby does, forgoes through the sale crediting of such Shares on the books of DTC to securities account of the Repurchased Shares Underwriter (assuming that neither DTC nor the potential for future economic gain that might be realized from owning Underwriter has notice of any adverse claim (within the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value meaning of Section 8-105 of the Repurchased New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares could far exceed within the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering meaning of Section 8-303 of the Company’s securities UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on a stock exchange. Neverthelessany “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder is selling may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the Repurchased Shares name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the Selling Shareholder’s own free UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will with have been made pursuant to the full understanding of such potential mergers, acquisitions and liquidity eventsUCC.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with the several Underwriters and the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):that: (1a) The Selling Shareholder has been duly incorporated and is validly existing as a corporation in good standing under the sole legal laws of its jurisdiction of organization. Complete and beneficial owner correct copies of the Repurchased Sharescertificate of incorporation and bylaws (or their equivalent), as amended or restated, of the Selling Shareholder as in effect on the date hereof have been delivered to the Representatives. (b) The Selling Shareholder has good and valid title to all the Shares to be sold by it to the Underwriters pursuant to this Agreement, free and clear of all liens, claims, mortgages, security interests or other encumbrance of any kind or nature whatsoever, except for the encumbrances set forth in that certain Shareholder Agreement, dated as of December 31, 2004, as amended by the letter agreement dated May 24, 2005, between the Company and the Selling Shareholder (the “Shareholder Agreement”), and the delivery of the certificate(s) for the Shares and payment therefor pursuant to the terms of this Agreement will pass valid title to such Shares to the Underwriters, free and clear of any encumbrances (other than those set out lien, claim, encumbrance or defect in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancestitle. (2c) The Selling Shareholder has the requisite corporate power and authority to enter into and perform this Agreement; and the execution and delivery by the Selling Shareholder of this Agreement, the performance by the Selling Shareholder of its obligations hereunder and the consummation of the transactions described herein have been duly authorized with respect to the Selling Shareholder by all necessary corporate action and will not: (i) violate any provision of the certificate of incorporation or bylaws of the Selling Shareholder; or (ii) violate in any material respect any statute, ordinance, rule or regulation applicable to the Selling Shareholder, or order or decree of any court, regulatory or governmental body, arbitrator, administrative agency or instrumentality of the United States or other country or jurisdiction having jurisdiction over the Selling Shareholder. No consent, approval, authorization or other order of any court, regulatory or governmental body, arbitrator, administrative agency or instrumentality of the United States or other country or jurisdiction is required for the execution and delivery of this Agreement by the Selling Shareholder, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby, except for compliance with the Act, the Exchange Act, and the Blue Sky Laws applicable to the public offering of the Shares by the several Underwriters. This Agreement has been duly executed and delivered by and on behalf of the Selling Shareholder and constitutes is a valid and legally binding obligation agreement of the Selling Shareholder, Shareholder enforceable against the Selling Shareholder in accordance with its terms. (3d) [Intentionally Omitted] (e) The Selling Shareholder has not distributed and will not distribute any Preliminary Prospectus, the right to dispose of and sell the Repurchased Share Prospectus or any other material in accordance connection with the provisions set forth in this Agreement. (4) offering and sale of the Shares. The Selling Shareholder has all not taken and will not take, directly or indirectly, any action designed to or which could cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock. (f) With respect to, but only with respect to, the information set forth in the table under the caption “Selling Shareholder” in each of the Base Prospectus and the Prospectus, (i) the Prospectus and the Preliminary Prospectus, as of their respective dates, have not included any untrue statement of a material fact or omitted to state a material fact necessary authorization to make the statements therein, in light of the circumstances under which they were made, not misleading; and capacity (ii) the Registration Statement did not when it became effective, does not and will not, at any Closing Date, contain an untrue statement of a material fact or omit to enter into state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus will not, as of its date and at any Closing Date, contain an untrue statement of a material fact or omit to perform its obligations state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under this Agreementwhich they were made, not misleading. The execution A certificate signed by or on behalf of the Selling Shareholder as such and delivery delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby. A certificate delivered by or on behalf of this Agreement, and the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts or documents to which counsel for the Selling Shareholder is a party or is otherwise bound, or (iifor purposes of enabling such counsel to render the opinion referred in Section 10(e) a violation of any statutes, laws, regulations or orders will also be furnished to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with Representatives and counsel for the execution, delivery Underwriters and performance by shall be deemed to be additional representations and warranties to the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained Underwriters by the Selling Shareholder as of to the date hereofmatters covered thereby. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on Hawker and as of the Effective Date and the Closing Date as follows (and any other acknowledges that Hawker is relying upon such representations and warranties is expressly excluded):in connection with entering into this Agreement, the making of the Offer and the purchase by Hawker of the Zorin Shares: (1a) The the Selling Shareholder is the sole legal and beneficial owner of of, or has control or direction over, including the Repurchased Sharesirrevocable authority and power to dispose of, the Zorin Shares set forth in this letter agreement and the Selling Shareholder has and at the time such Zorin Shares are taken up pursuant to the Offer will have (without exception) valid and marketable title thereto, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, all liens, charges, claims security interests, adverse claims, encumbrances and demands of any restrictions on nature or kind whatsoever; (b) no person, firm or corporation has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Zorin Shares, Zorin Options or Zorin Warrants owned by the Selling Shareholder or any interest therein or right thereto, except pursuant to this letter agreement; (c) at the time the Zorin Shares are taken up pursuant to the Offer, the Zorin Shares owned by the Selling Shareholder will not be subject to any shareholders’ agreements, voting trust or similar agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other encumbrances.agreement affecting such Zorin Shares or any interest therein or right thereto, including the voting of any such shares; (2d) This Agreement this letter agreement has been duly executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms., subject only to the effect of any applicable bankruptcy and other laws of general application affecting the enforceability of creditors’ rights and the effect of general principles of equity; (3e) The to the best of the knowledge of the Selling Shareholder has Shareholder, no authorization, consent or approval from, or filing, registration, declaration or qualification with, or before, or giving notice to, any person is required to be obtained, given or made for the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementletter agreement or any documents provided for herein, and the performance of the terms hereof and thereof by the Selling Shareholder and the consummation of its obligations hereunder the transactions contemplated hereby or thereby by the Selling Shareholder except for those which have been duly and unconditionally obtained and are in full force and effect; (f) the entering into of this letter agreement by the Selling Shareholder and the transactions contemplated hereby will not result in (i) constitute a breach violation of or default under, or conflict with, any contracts terms or provisions of the constating documents of the Selling Shareholder if the Selling Shareholder is a corporation or any contract, commitment, agreement, understanding or other document, written or oral, to which the Selling Shareholder is or may be a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to by which the Selling Shareholder is subject.or any of its property or assets are or may be bound; (5g) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder has no claim against Zorin or any of the Zorin Subsidiaries at the date of this Agreement or the consummation by letter agreement; and (h) if the Selling Shareholder is a corporation, the Selling Shareholder is a valid and subsisting corporation and has all necessary corporate power and authority to execute and deliver the agreement resulting from its acceptance hereof and to perform its obligations hereunder and has taken all corporate actions necessary in respect of such Selling Shareholder in order to allow the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereofto be consummated. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and covenants with Wincash (which representations, warranties and covenants shall survive the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Closing) that: (1a) The the Selling Shareholder is not a U.S. Person (as defined herein); (b) the sole legal and beneficial owner Selling Shareholder is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person (as defined herein); (c) the Selling Shareholder: (i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the Repurchased securities regulators having application in the jurisdiction in which the Selling Shareholder is resident (the “International Jurisdiction”) which would apply to the acquisition of the Shares, (ii) is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Selling Shareholder is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require Wincash to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Shares, free and (iv) represents and clear of any encumbrances (other than those set out in warrants that the shareholders’ agreement and amended and restated memorandum and articles of association acquisition of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2) This Agreement has been duly executed and delivered Shares by the Selling Shareholder does not trigger: A. any obligation to prepare and constitutes file a valid prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of Wincash in the International Jurisdiction, and C. the Selling Shareholder will, if requested by Wincash, deliver to Wincash a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and legally binding obligation (iv) above to the satisfaction of Wincash, acting reasonably; (d) the Selling Shareholder is acquiring the Shares as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons (as defined herein); (e) the Selling Shareholder is outside the United States when receiving and executing this Agreement; (f) the Selling Shareholder understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws; (g) the Selling Shareholder acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Selling Shareholder may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (h) the Selling Shareholder has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Selling Shareholder is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms.; (3i) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter entering into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, Agreement and the performance by the Selling Shareholder of its obligations hereunder will transactions contemplated hereby do not result in (i) a breach the violation of any contracts of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Selling Shareholder, or documents of any agreement, written or oral, to which the Selling Shareholder is may be a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to by which the Selling Shareholder is subject.or may be bound; (5j) No permitthe Selling Shareholder has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Selling Shareholder enforceable against the Selling Shareholder; (k) the Selling Shareholder has received and carefully read this Agreement; (l) the Selling Shareholder (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, authorization(ii) has no need for liquidity in this investment, orderand (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, consent and can afford the complete loss of such investment; (m) the Selling Shareholder has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares and Wincash, and the Selling Shareholder is providing evidence of knowledge and experience in these matters through the information requested herein; (n) the Selling Shareholder understands and agrees that Wincash and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or approval have been breached, the Selling Shareholder shall promptly notify Wincash; (o) the Selling Shareholder is aware that an investment in Wincash is speculative and involves certain risks, including the possible loss of the investment; (p) the Selling Shareholder is purchasing the Shares for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or byresale to others, and no other person has a direct or indirect beneficial interest is such Shares, and the Selling Shareholder has not subdivided his interest in the Shares with any other person; (q) the Selling Shareholder is not an underwriter of, or dealer in, the shares of Wincash's common stock, nor is the Selling Shareholder participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (r) the Selling Shareholder has made an independent examination and investigation of an investment in the Shares and Wincash and has depended on the advice of its legal and financial advisors and agrees that Wincash will not be responsible in anyway whatsoever for the Selling Shareholder's decision to invest in the Shares and Wincash; (s) if the Selling Shareholder is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Selling Shareholder has sole investment discretion with respect to each such account, and the Selling Shareholder has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account; (t) the Selling Shareholder is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any registration seminar or filing with meeting whose attendees have been invited by general solicitation or notice to, any general advertising; (u) no person (governmental or private) is required in connection with the execution, delivery and performance by has made to the Selling Shareholder of this Agreement any written or the consummation by the Selling Shareholder oral representations: (i) that any person will resell or repurchase any of the transactions contemplated hereby, except as has been obtained by Shares, (ii) that any person will refund the Selling Shareholder as purchase price of any of the date hereof.Shares, or (6iii) The Selling Shareholder is willing to, and hereby does, forgoes through as to the sale future price or value of any of the Repurchased Shares Shares; and (v) the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may Wincash shall not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of consider the Selling Shareholder’s own free will for acceptance unless the undersigned provides to Wincash, along with an executed copy of this Agreement and such other supporting documentation that Wincash or its legal counsel may request to establish the full understanding Selling Shareholder's qualification as a qualified investor. In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of such potential mergers, acquisitions and liquidity eventsthis Agreement includes any person in the United States.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as each of the Effective Date Underwriters that: (a) The Selling Shareholder now has and on the Closing Date (as follows (hereinafter defined) will have good and valid title to all the shares of the Stock to be sold by the Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, with full legal right, power and authority to enter into this Agreement and that upon the delivery of and payment for such shares of the Stock hereunder, the several Underwriters will receive good and valid title to the shares of the Stock to be sold by the Selling Shareholder, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, assuming that the several Underwriters purchase the stock in good faith without notice of any other representations and warranties is expressly excluded):adverse claims. (1b) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to stabilize or manipulate, or which has constituted or which might in the future reasonably be expected to cause or result in stabilization or manipulation of, the price of the Stock of the Company in order to facilitate the sale or resale of the Stock or otherwise. (c) The Selling Shareholder is the sole legal and beneficial owner disposing of such shares of the Repurchased SharesStock for his own account. The Selling Shareholder is not selling such shares of the Stock, free and clear directly or indirectly, for the benefit of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles Company or the Underwriters, and, no part of association the proceeds of such sale to be received by the Selling Shareholder will inure, either directly or indirectly, to the benefit of the Company). Notwithstanding the foregoing, including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesthe Selling Shareholder will repay all of his outstanding indebtedness to the Company upon the consummation of the offering. (2d) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and constitutes this Agreement is a valid and legally binding obligation of the Selling Shareholder, Shareholder enforceable against the Selling Shareholder in accordance with its terms. (3e) The Selling Shareholder has reviewed the right Registration Statement and the Prospectus, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto, will include any untrue statement of a material fact or omit to dispose state any material fact required to be stated therein or necessary to make the statements therein not misleading. All information furnished in writing to the Company or the Underwriters by the Selling Shareholder specifically for use in the preparation of the Registration Statement and sell the Repurchased Share in accordance Prospectus and other documents to be filed with the provisions set forth in this AgreementNational Association of Securities Dealers, Inc. or state securities or Blue Sky authorities is true and correct and does not contain an untrue statement of a material fact nor does it omit to state any material fact required to be stated therein or necessary to make such information not misleading. (4f) The execution and performance of this Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of, or constitute a default under any will, trust (constructive or other), agreement, indenture, mortgage, note, deed, rule, regulation, order, injunction, judgment, decree or other instrument to which the Selling Shareholder has all is a party or by which he is bound. (g) All consents, approvals, authorizations and orders necessary for the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, Agreement and for the performance sale and delivery of the Stock to be sold by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts hereunder, have been obtained, except such as may be necessary to qualify the Stock for public offering by you under state securities or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, "blue sky" laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6h) The Selling Shareholder is willing to, and hereby does, forgoes through the sale not aware that any of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges representations and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering warranties of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder set forth in Section 2 hereof, is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity eventsuntrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriter that: (1a) The Selling Shareholder is has, and on the sole Closing Date will have, full legal right, power and beneficial owner of authority, and all authorization and approval required by law, to enter into this Agreement to sell, assign, transfer and deliver the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2) This Agreement has been duly executed and delivered Secondary Shares to be sold by the Selling Shareholder in the manner provided herein. The Selling Shareholder understands and constitutes a valid and legally binding obligation agrees that its obligations hereunder shall not be terminated by the death or incapacity of any trustee or trustees of the Selling Shareholder, enforceable against the termination of the trust with respect to the Selling Shareholder, or the occurrence of any other event. Without limiting the generality of the foregoing, if the trustee of the Selling Shareholder were to die or become incapacitated, or if a vacancy in accordance with its terms. (3) The the trusteeship were otherwise to occur under Section 5.4 of the amended and restated revocable trust instrument dated as of February 15, 2012, as amended as of August 14, 2013, any successor trustee of the Selling Shareholder has the right shall be bound by their predecessor trustee’s execution of this Agreement and so shall be obligated to dispose of and sell the Repurchased Share in accordance comply with the provisions set forth in this Agreement. (4b) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement will not result in contravene (i) a breach any provision of applicable law, (ii) the organizational documents of the Selling Shareholder, (iii) any contracts agreement or documents to which other instrument binding upon the Selling Shareholder is a party or is otherwise bound, or (iiiv) a violation any judgment, order or decree of any statutesgovernmental body, laws, regulations agency or orders to which court having jurisdiction over the Selling Shareholder is subjectShareholder, except in the case of (i), (iii) and (iv), as would not reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. (5c) No permitmaterial consent, authorizationapproval, order, consent authorization or approval of or byorder of, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement Agreement, except as have been obtained. (d) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the consummation meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6e) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC. (f) Neither Selling Shareholder nor, to the knowledge of the Selling Shareholder, any director or officer or employee or affiliate of the Selling Shareholder is currently subject to any Sanctions; and the Selling Shareholder will not, directly or indirectly, use the proceeds of the offering of the Shares sold by the Selling Shareholder hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to Sanctions. (g) The Selling Shareholder is willing to, and hereby does, forgoes through agrees to be bound by the sale terms of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the futurelock-up agreement, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value form of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergersExhibit A hereto, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, as if the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity eventswere a signatory thereto.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under this Agreement will not result in (i) a breach contravene any provision of applicable law, or the certificate of incorporation, by-laws or other organizational documents of the Selling Shareholder, or any contracts agreement or documents to which other instrument binding upon the Selling Shareholder that is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders material to which the Selling Shareholder is subject. (5) No permitor any judgment, authorizationorder or decree of any governmental body, orderagency or court having jurisdiction over the Selling Shareholder, consent and no consent, approval, authorization or approval of or byorder of, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement, except as may have been obtained prior to the execution of this Agreement or such as may be required by the consummation securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6d) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) The Selling Shareholder is willing tonot prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and hereby does, forgoes through at the time of each sale of the Repurchased Shares in connection with the potential for future economic gain that might be realized from owning offering when the Repurchased Shares. The Selling Shareholder acknowledges Prospectus is not yet available to prospective purchasers and agrees at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Repurchase Price may not adequately reflect representations and warranties set forth in this paragraph 2(g) are limited in all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result respects to statements or omissions made in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, reliance upon information relating to the Selling Shareholder is selling furnished to the Repurchased Shares of Company in writing by the Selling Shareholder’s own free will with Shareholder expressly for use in the full understanding Registration Statement, the Time of such potential mergersSale Prospectus, acquisitions and liquidity eventsthe Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on Underwriters, the Corporation and as of Hydro One Inc., and acknowledges that the Effective Date and the Closing Date as follows (and any other Underwriters are relying upon such representations and warranties is expressly excluded):in purchasing the Firm Shares and the Option Shares, if any, and the Corporation and Hydro One Inc. are relying upon such representations and warranties in entering into this Agreement, that: (1a) The Selling Shareholder is each of this Agreement, the sole legal Registration Rights Agreement and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2) This Governance Agreement has been been, or will at the Closing Time have been, duly authorized, executed and delivered by on behalf of the Selling Shareholder and constitutes is or, if applicable, will then be a legal, valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder it in accordance with its terms., subject to (3i) The limitations with respect to the enforcement of remedies by bankruptcy, insolvency, reorganization, moratorium, winding-up, arrangement, fraudulent preference and conveyance and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) general equitable principles and the fact that the availability of equitable remedies such as specific performance and injunction are not available against the Selling Shareholder has and that a court may stay proceedings or the right to dispose execution of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement.judgments; (4iii) The statutory limitations of general application respecting the enforceability of claims against the Selling Shareholder has all or its property; (iv) section 11.3 of the necessary authorization Financial Administration Act (Ontario); and (v) section 43 of the Financial Administration Act (Ontario); (b) the sale of the Offered Shares and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery the compliance by the Selling Shareholder with all of the provisions of this Agreement, the Registration Rights Agreement and the performance by Governance Agreement and the Selling Shareholder consummation of its obligations hereunder the transactions herein and therein contemplated and the transactions contemplated in connection with the Pre-Closing Transactions to which it is a party, will not conflict with or result in (i) a breach or violation of any contracts of the terms or documents provisions of, or constitute a default under, any applicable laws, indenture, note, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to by which the Selling Shareholder is subject.bound, or to which any of the property or assets of the Selling Shareholder is subject or any statute or any order, rule or regulation of any Governmental Authority or body or court having jurisdiction over the Selling Shareholder or the property thereof; (5c) No permitimmediately prior to the applicable Closing Time, authorizationthe Selling Shareholder will have good and valid title to the Offered Shares, orderfree and clear of all Liens, consent equities and claims and, upon delivery of the applicable Offered Shares and payment therefor pursuant hereto, good and valid title to such Offered Shares, free and clear of all Liens, equities and claims, will pass to the several Underwriters; (d) the Selling Shareholder has not taken and will not take, directly or approval of or by, or any registration or filing with or notice toindirectly, any person action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Offered Shares; (e) other than as disclosed in the Prospectus, there is no action, proceeding or investigation pending or, to the knowledge of the Selling Shareholder, threatened against or affecting the Corporation, any member of the Hydro One Group or the Selling Shareholder, at law or in equity, before or by any federal or provincial court or federal, provincial, municipal or other governmental department, commission, board or privateagency, domestic or foreign, which (i) is required questions the validity of any action taken or to be taken by the Corporation or the Selling Shareholder pursuant to this Agreement, the Registration Rights Agreement or the Governance Agreement or in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement Offering or the consummation by Pre-Closing Transactions or (ii) challenges the Selling Shareholder validity of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.Electricity Act Amendments;

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1a) The Selling Shareholder is the sole legal a trust duly formed and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesvalidly existing pursuant to Ohio law. (2b) To the best knowledge of the Selling Shareholder, the representations and warranties of the Company contained in Section 1 hereof are true and correct. The Selling Shareholder has reviewed and is familiar with the Registration Statement and the Prospectus with respect to all information contained therein and with respect to such information neither the Prospectus nor any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Selling Shareholder is not prompted to sell the Shares to be sold by it under this Agreement by any information concerning the Company or any subsidiary of the Company which is not set forth in the Prospectus. (c) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3d) The Selling Shareholder has the right full right, power and authority to dispose enter into this Agreement and to sell, transfer and deliver the Shares to be sold by it hereunder. The execution and delivery of this Agreement and sell the Repurchased Share sale and delivery of the Shares to be sold by it and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder have been duly authorized by the Selling Shareholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in accordance with the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder is subject, nor will such action result in any violation of the provisions set forth in this Agreementof the trust agreement of the Selling Shareholder, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties. (4e) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementnot taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (f) No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts under this Agreement or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, sale and delivery and performance by of the Selling Shareholder of Shares under this Agreement or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the Securities Act or the rules and regulations of the Commission thereunder or state securities or blue sky laws. (g) Neither the Selling Shareholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the meaning of Article I, Section 1(q) of the By-laws of the National Association of Securities Dealers, Inc.), any member firm of the National Association of Securities Dealers, Inc. (h) The Selling Shareholder agrees to deliver to the Underwriters on or prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (i) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid "security entitlement" within the meaning of Section 8-501 of the New York Uniform Commercial Code (the "UCC") in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6j) The Upon payment for the Shares to be sold by the Selling Shareholder is willing topursuant to this Agreement, and hereby does, forgoes through the sale delivery of the Repurchased Shares, as directed by the Underwriters, to Cede & Co. ("CEDE") or such other nominee as may be designated by the Depository Trust Company ("DTC"), registration of the Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable name of Cede or such other nominee and that the future value crediting of the Repurchased Shares could far exceed on the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering books of DTC to securities accounts of the Company’s securities Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to the Shares), (A) DTC shall be a "protected purchaser" of the Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of the Shares and (C) no action based on a stock exchange. Neverthelessany "adverse claim", within the meaning of Section 8-102 of the UCC, to the Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder is selling may assume that when such payment, delivery and crediting occur, (x) the Repurchased Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company's share registry in accordance with its certificate of incorporation, code of regulations and applicable law, (y) DTC will be registered as a "clearing corporation" within the meaning of Section 8-102 of the Selling Shareholder’s own free UCC and (z) appropriate entries to the accounts of the Underwriters on the records of DTC will with have been made pursuant to the full understanding of such potential mergers, acquisitions and liquidity eventsUCC.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement will not result in contravene any provision of applicable law, or the organizational documents of the Selling Shareholder (i) a breach of any contracts or documents to which if the Selling Shareholder is a party corporate entity), or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, other than any contraventions that would not have a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement or to satisfy all of the Selling Shareholder’s obligations under this Agreement (a “Selling Shareholder Material Adverse Effect”), and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Selling Shareholder of its obligations under this Agreement, except (in each case): (i) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares and (ii) such consents, approvals, authorizations, orders, or qualifications the failure of which to obtain would not give rise to a Selling Shareholder Material Adverse Effect. (c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the New York Uniform Commercial Code (“UCC”) in respect of the Shares to be sold by the Selling Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts (within the meaning of Section 8-501 of the UCC) of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) The Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) The Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (g) (i) Each part of the Registration Statement, when such part became effective, did not contain and, each such part, as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus, at their respective dates, complied and, as amended or supplemented, if applicable, at the dates of the applicable amendments or supplements when such amendments or supplements become effective, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus, at its date, does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, at its date, does not contain and, as amended or supplemented, if applicable, when such amendments or supplements become effective, will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations, warranties and agreements set forth in this Section 2(g) only apply to any untrue statements of a material fact or omissions to state a material fact made in reliance upon and in conformity with any information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, it being understood and agreed that the only such information furnished by the Selling Shareholder consists of (A) the legal name and address of the Selling Shareholder and the other information about the Selling Shareholder set forth in the footnote relating to the Selling Shareholder under the caption “Principal and Selling Shareholder” and (B) the number of Ordinary Shares beneficially owned by the Selling Shareholder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholder” (collectively with (A), the “Selling Shareholder Information”). (i) Neither the Selling Shareholder nor any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director or officer, is a Person that is, is owned more than 50% by, or is otherwise boundcontrolled by, one or more Persons that are: (A) Sanctioned Persons, or (B) located, organized or resident in a Sanctioned Country. (ii) The Selling Shareholder will not, directly or knowingly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Sanctioned Person or in any Sanctioned Country; or (B) in any other manner, in each case, that will result in a violation of Sanctions by it. (iii) In connection with the Company or its subsidiaries, none of the Selling Shareholder or any of its subsidiaries has taken any action, directly or indirectly, in violation of the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act 2010 or in material violation of any other applicable anti-corruption laws. (iv) In connection with the Company or its subsidiaries, the operations of the Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws. (i) The Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a violation plan or account subject to Section 4975 Code, as amended or (iii) an entity deemed to hold “plan assets” of any statutessuch plan or account under Section 3(42) of ERISA, laws29 C.F.R. 2510.3-101, regulations or orders to otherwise. (j) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in the United Arab Emirates or any other jurisdiction (or political subdivision thereof) in which the Selling Shareholder may be engaged in business for tax purposes or is subjectotherwise resident for tax purposes or has a permanent establishment, or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. (5k) No permitThe Selling Shareholder has, authorizationto the extent permitted by law, orderlegally, consent validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 20(a)), and has the power to designate, appoint and empower, and pursuant to Section 20(c), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or approval proceeding based on or arising under this Agreement in any of or by, or any registration or filing the Specified Courts. (l) The Selling Shareholder is subject to civil and commercial law with or notice to, any person (governmental or private) is required in connection with respect to its obligations under this Agreement and the execution, delivery and performance by the Selling Shareholder of this Agreement by it constitutes private and commercial acts rather than public or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereofgovernmental acts. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as each of the Effective Date Underwriters that: (a) The Selling Shareholder now has and on the Closing Date (as follows (hereinafter defined) will have good and valid title to all the shares of the Stock to be sold by the Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, with full legal right, power and authority to enter into this Agreement and that upon the delivery of and payment for such shares of the Stock in accordance herewith, the several Underwriters will acquire all of the Selling Shareholder's rights in the shares of the Stock to be sold by the Selling Shareholder, free of any other representations and warranties is expressly excluded):adverse claim, assuming that the several Underwriters acquire the certificates representing the Stock in good faith without notice of any adverse claims. (1b) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to stabilize or manipulate, or which has constituted or which might in the future reasonably be expected to cause or result in stabilization or manipulation of, the price of the Stock of the Company in order to facilitate the sale or resale of the Stock or otherwise. (c) The Selling Shareholder is the sole legal and beneficial owner disposing of such shares of the Repurchased SharesStock for his own account. The Selling Shareholder is not selling such shares of the Stock, free directly or indirectly, for the benefit of the Company or the Underwriters, and clear no part of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles proceeds of association such sale to be received by the Selling Shareholder will inure, either directly or indirectly, to the benefit of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesexcept that the Selling Shareholder will repay all of his outstanding indebtedness to the Company upon the consummation of the offering. (2d) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and constitutes this Agreement is a valid and legally binding obligation of the Selling Shareholder, Shareholder enforceable against the Selling Shareholder in accordance with its terms. (3e) The Selling Shareholder has reviewed the right Registration Statement and the Prospectus, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto, will include any untrue statement of a material fact or omit to dispose state any material fact required to be stated therein or necessary to make the statements therein not misleading. All information furnished in writing to the Company or the Underwriters by the Selling Shareholder specifically for use in the preparation of the Registration Statement and sell the Repurchased Share in accordance Prospectus and other documents to be filed with the provisions set forth in this AgreementNational Association of Securities Dealers, Inc. or state securities or Blue Sky authorities is true and correct and does not contain an untrue statement of a material fact nor does it omit to state any material fact required to be stated therein or necessary to make such information not misleading. (4f) The execution and performance of this Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of, or constitute a default under any will, trust (constructive or other), agreement, indenture, mortgage, note, deed, rule, regulation, order, injunction, judgment, decree or other instrument to which the Selling Shareholder has all is a party or by which he is bound. (g) All consents, approvals, authorizations and orders necessary for the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, Agreement and for the performance sale and delivery of the Stock to be sold by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts hereunder, have been obtained, except such as may be necessary to qualify the Stock for public offering by you under state securities or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, "blue sky" laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6h) The Selling Shareholder is willing to, and hereby does, forgoes through the sale not aware that any of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges representations and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering warranties of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder set forth in Section 2 hereof, is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity eventsuntrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded): (1) The Selling Shareholder represents and warrants to the Underwriter and to the Company that: (a) it is and has been duly organized and is validly existing under the sole legal and beneficial owner laws of the Repurchased Sharesjurisdiction of its formation, free and clear of any encumbrances (other than those set out in has all power and authority necessary to own the shareholders’ agreement Offered Shares to be sold by it to the Underwriter and amended to enter into and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances.perform its obligations under this Agreement; (2b) This this Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder; (c) the sale of the Offered Shares to be sold by the Selling Shareholder hereunder and constitutes the execution and delivery by the Selling Shareholder of, and the compliance by the Selling Shareholder with this Agreement, and the consummation of the transactions herein contemplated will not (A) conflict with or result in a valid and legally binding obligation breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, (B) result in any violation of the provisions of the organizational documents of the Selling Shareholder, enforceable against or (C) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Shareholder or any property of the Selling Shareholder, except, in accordance with its terms. (3) The each case, as would not reasonably be expected to materially impact such Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and Shareholder’s ability to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder ; (d) no consent, approval, authorization, order, registration or qualification of this Agreement, and or with any court or governmental body or agency is required for the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts or documents to which the Selling Shareholder is a party or is otherwise boundunder this Agreement, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated herebyby this Agreement, except as has been obtained in connection with the Offered Shares to be sold by the Selling Shareholder hereunder, except (A) such as have been already obtained or as may be required under the U.S. Securities Act, the rules and regulations of the date hereof.SEC thereunder, the U.S. Exchange Act, the rules of the NYSE American or TSX, state securities laws or Blue Sky laws or the rules of the FINRA, (B) such as have been already obtained or as may be required under the Canadian Securities Laws, (C) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which the Offered Shares were offered and (D) where the failure to obtain such consent, approval, authorization, order, registration, qualification or decree would not reasonably be expected to materially impact such Selling Shareholder’s ability to perform its obligations under this Agreement; (6A) The on the Closing Date, the Selling Shareholder is willing towill have beneficial ownership of the Offered Shares to be sold by it, free and clear of any Liens; (B) the Selling Shareholder has, and hereby doeswill have, forgoes through on the Closing Date, the full right, power and authority to sell, assign, transfer and deliver the Offered Shares to be sold by it to the Underwriter hereunder; and (C) upon delivery of the Offered Shares to be sold by it and payment of the Offering Price, the Underwriter will obtain beneficial ownership of the Offered Shares to be acquired from the Selling Shareholder, free and clear of any Lien; (f) the Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that could reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares; (g) other than as contemplated hereby, there is no person acting at the request of the Selling Shareholder who is entitled to any brokerage or agency fee in connection with the sale of the Repurchased Shares Offered Shares; (h) none of the potential for future economic gain Registration Statement, the Prospectuses or the Pricing Disclosure Package or any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that might be realized from owning the Repurchased Shares. The representations and warranties set forth in this subsection apply only to statements or omissions made in the Registration Statement, the Prospectuses or the Pricing Disclosure Package or any amendment or supplement that are made in reliance upon and in conformity with the Selling Shareholder acknowledges and agrees that Information; (i) the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the target of Sanctions, in violation of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that the Company’s plans for the future, if successful, may will result in a violation by any person (including any person participating in the Company’s capital shares becoming significantly more valuable and that the future value transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions in violation of Sanctions; (j) each delivery of the Repurchased Shares could far exceed Registration Statement, the Repurchase Price. The Prospectuses and the Pricing Disclosure Package to the Underwriter by the Company in accordance with this Agreement will constitute a representation and warranty of the Selling Shareholder acknowledges and understands to the Underwriter that at the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering respective times of the Company’s securities on a stock exchange. Neverthelessdelivery, the Selling Shareholder Information as applicable to the Selling Shareholder are true and correct in all material respects and contain no misrepresentation; and (k) the Selling Shareholder is selling the Repurchased Shares not (i) an employee benefit plan subject to Title I of the Selling Shareholder’s own free will with Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the full understanding Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such potential mergersplan or account under Section 3(42) of ERISA, acquisitions and liquidity events29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 2. (a) The Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and each electronic road show when taken together as a whole with the Disclosure Package, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence applies only to statements or omissions made in reliance upon and in conformity with information relating to the Company Selling Shareholder furnished in writing by or on and as behalf of the Effective Date and Selling Shareholder expressly for use in the Closing Date as follows (and Registration Statement, the Disclosure Package, the Prospectus or any other representations and warranties is expressly excluded): Issuer Free Writing Prospectus or any amendment or supplement thereto (1) The the “Selling Shareholder Information”); the Selling Shareholder is not prompted to sell the sole legal and beneficial owner Securities to be sold by the Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Repurchased Shares, free and clear of any encumbrances (other than those Company which is not set out forth in the shareholders’ agreement and amended and restated memorandum and articles of association of Disclosure Package or the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesProspectus. (2b) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (c) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the execution of this Agreement and in connection with the transactions contemplated herein, except such as have been obtained or to be made under the Act, the Exchange Act, the rules of the NYSE or FINRA, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, the Disclosure Package and the Prospectus; and the Selling Shareholder has full right, power and constitutes authority to enter into this Agreement and to sell, assign, transfer and deliver the Securities to be sold by the Selling Shareholder hereunder. (d) Neither the sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a valid and legally binding obligation breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to, (i) the provisions of the organizational documents of the Selling Shareholder, enforceable against (ii) the Selling Shareholder in accordance with its terms. (3) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, and the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach terms of any contracts indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or documents other agreement, obligation, condition, covenant or instrument to which the Selling Shareholder is a party or bound or to which its property is otherwise boundsubject, or (iiiii) a violation of any statutesstatute, lawslaw, regulations rule, regulation, judgment, order or orders decree applicable to which the Selling Shareholder is subjectof any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Selling Shareholder or any of its properties, except, in the case of clauses (ii) and (iii) above, for any such conflict, breach or violation that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations under this Agreement. (5e) No permitThe Selling Shareholder has, authorizationand at the Closing Date will have, ordervalid title to the Securities to be sold by the Selling Shareholder free and clear of all security interests, consent claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder. (f) There are no documentary, stamp, registration, transfer or other similar fees or charges under Federal law or the laws of or byany state, or any registration political subdivision thereof, required to be paid in connection with (i) the execution and delivery of this Agreement, (ii) the sale and delivery of the Securities by such Selling Shareholder in the manner contemplated by this Agreement or filing with (iii) the sale and delivery by the Underwriters of the Securities as contemplated herein and in the Prospectus. (g) The Selling Shareholder has not taken, directly or notice indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (h) The Selling Shareholder has not, without the prior consent of the Company and the Underwriters, prepared or had prepared on its behalf or used or referred to, any person “free writing prospectus” (governmental or private) is required as defined in Rule 405), and has not distributed any written materials in connection with the executionoffer or sale of the Securities. (i) Except as described in the Disclosure Package and the Prospectus and which have been waived, delivery and performance by the Selling Shareholder of does not have any registration or other similar rights to have any securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement or the consummation by Agreement. (j) Neither the Selling Shareholder nor any of its subsidiaries nor, to the knowledge of the transactions contemplated herebySelling Shareholder, except as has been obtained by any director, officer, agent, employee or affiliate the Selling Shareholder as or any of the date hereof. (6) The Selling Shareholder its subsidiaries is willing toaware of or has taken any action, and hereby doesdirectly or indirectly, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may would result in a violation by such persons the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity eventsFCPA, including, without limitation, an initial public offering making use of the Company’s securities mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Selling Shareholder, its subsidiaries and, to the knowledge of the Selling Shareholder, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (k) The operations of the Selling Shareholder and its subsidiaries are and have been conducted at all times in compliance with the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (l) None of the Selling Shareholder, any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, agent, employee or affiliate of the Selling Shareholder or any of its subsidiaries is currently a Sanctioned Person; and the Selling Shareholder will not directly or indirectly use the proceeds of the offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (m) Neither such Selling Shareholder nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Jurisdiction, in the preceding five (5) years, nor does such Selling Shareholder or any of its subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Jurisdictions. (n) The Selling Shareholder (i) does not have any material lending or other relationship with any bank or lending affiliate of Representatives and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of Representatives. (o) The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the jurisdiction in which the Selling Shareholder is organized. The Selling Shareholder has the power to submit and pursuant to Section 17 of this Agreement has legally, validly, effectively and irrevocably submitted, to the jurisdiction of the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York in respect of any legal suit, action or proceeding against it arising out of or related to this Agreement and the Securities, and has validly and irrevocably waived any objection to the laying of the venue of any such suit, action or proceeding brought in any such court. The Selling Shareholder has the power to designate, appoint and empower and pursuant to Section 17 of this Agreement has legally, validly, effectively and irrevocably designated, appointed and empowered, the Process Agent (as defined in Section 17 of this Agreement) for service of process in any legal suit, action or proceeding arising out of or related to this Agreement and the Securities in any such court. (p) The Selling Shareholder, and its obligations under this Agreement and the transactions herein contemplated, are subject to civil and commercial law and to suit and neither the Selling Shareholder nor any of its properties, assets or revenues have any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any Cayman Islands, Colombian, New York State or U.S. federal court or any court of any jurisdiction in which the Selling Shareholder owns or leases property or assets, except for the limitations set out in Articles 593, 594 and 595 of the Colombian General Code of Procedure regarding assets located in Colombia, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment (subject to the issuance of a stock exchange. Neverthelesswrit of exequatur in case of enforcement of a foreign judgment in Colombia, which is a procedure that takes place before the Supreme Court of Colombia and is regulated by Articles 605 through 607 of the General Code of Procedure), or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to their respective obligations or liabilities or any other matter under or arising out of or in connection with this Agreement; and, to the extent that the Selling Shareholder or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Selling Shareholder has waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Agreement. (q) A final judgment for a fixed or readily calculable sum of money rendered by any court of the State of New York or of the United States of America located in the State of New York based upon this Agreement or the Securities would be declared enforceable against the Selling Shareholder in the courts of the Cayman Islands the jurisdiction in which the Selling Shareholder is selling organized without reexamination, review of the Repurchased Shares merits of the cause of action in respect of which the original judgment was given or relitigation of the matters adjudicated upon or payment of any stamp, registration or similar tax or duty, subject to the qualifications set forth in the opinions of counsel for the Selling Shareholder in each such jurisdiction to be delivered to the Underwriters pursuant to Sections 7(b), 7(c), and 7(d) hereof. (r) The indemnification and contribution provisions set forth in Section 9 of this Agreement do not contravene the laws or any public policy of Cayman Islands or other applicable jurisdiction in which the Company is organized or any political subdivision thereof, subject to the qualifications set forth in the opinions of counsel for the Selling Shareholder in each such jurisdiction to be delivered to the Underwriters pursuant to Sections 7(b), 7(c), and 7(d) hereof. (s) Any certificate signed by or on behalf of the Selling Shareholder’s own free will Shareholder as such and delivered to the Representatives or to counsel for the Underwriters in connection with the full understanding offering of such potential mergersthe Securities shall be deemed a representation and warranty by the Selling Shareholder, acquisitions and liquidity eventsas to matters covered thereby, to each Underwriter.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement will not result in (i) a breach contravene any provision of applicable law, or the certificate of incorporation or by-laws of the Selling Shareholder, or any contracts agreement or documents to other instrument binding upon the Selling Shareholder or any judgment, order or decree by which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation bound of any statutesgovernmental body, lawsagency or court having jurisdiction over the Selling Shareholder, regulations except for such contraventions that, singly or orders to which in the aggregate,would not have a material adverse effect on the Selling Shareholder is subject. (5) No permitand its subsidiaries, authorizationtaken as a whole, orderand which do not materially adversely effect the Selling Shareholder's ability to perform its obligations under this Agreement, consent and no consent, approval, authorization or approval of or byorder of, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement or the consummation Agreement, except such as have been obtained and may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on the Closing Date (as defined in Section 5) will have, valid title to the Shares and the corporate power and authority to enter into this Agreement, and to sell, transfer and deliver the Shares. (d) Delivery of the transactions contemplated herebyShares to be sold will pass title to such Shares free and clear of any security interests, except as has been obtained by the Selling Shareholder claims, liens, equities and other encumbrances. (i) The Registration Statement, as of the date hereof. (6) The Selling Shareholder is willing towhen it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and hereby does(ii) the Prospectus, forgoes through the sale as of its date, does not contain and, as amended or supplemented, if applicable, as of the Repurchased Shares date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the potential for future economic gain that might be realized from owning statements therein, in the Repurchased Shares. The Selling Shareholder acknowledges and agrees light of the circumstances under which they were made, not misleading, except that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result representations and warranties set forth in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, this paragraph 2(e) shall apply only to information relating to the Selling Shareholder is selling the Repurchased Shares furnished in writing by or on behalf of the Selling Shareholder’s own free will with Shareholder expressly for use in the full understanding of such potential mergersRegistration Statement, acquisitions and liquidity eventsthe Prospectus, any preliminary prospectus or any amendment or supplement thereto.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to, and agrees with, each of the several Underwriters and the Company that: (i) Such Selling Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney (as hereinafter defined) and the Custody Agreement (as hereinafter defined) and to sell, assign, transfer and deliver to the Company on and as of Underwriters the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded): (1) The Shares to be sold by such Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbranceshereunder. (2ii) This Agreement Such Selling Shareholder has been duly executed and delivered by this Agreement, the Power of Attorney and the Custody Agreement, and each constitutes the valid and binding agreement of such Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the such Selling Shareholder in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws relating to or affecting the enforcement of creditors' rights generally and to general equitable principles. (3iii) The No consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the sale of the Shares to be sold by such Selling Shareholder has or the right to dispose consummation of and sell the Repurchased Share in accordance with transactions contemplated by this Agreement, the provisions set forth Power of Attorney or the Custody Agreement, except the registration of such Shares under the Act (which, if the Registration Statement is not effective as of the time of execution hereof, shall be obtained as provided in this Agreement) and such as may be required from the NASD and under state securities or blue sky laws in connection with the offer, sale and distribution of such Shares by the Underwriters. (4iv) The sale of the Shares to be sold by such Selling Shareholder has all and the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder performance of this Agreement, the Power of Attorney and the performance by Custody Agreement and the Selling Shareholder consummation of its obligations hereunder the transactions herein and therein contemplated will not conflict with, or (with or without the giving of notice or the passage of time or both) result in (i) a breach of violation of any contracts of the terms or documents provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the such Selling Shareholder is a party or to which any of its properties or assets is otherwise boundsubject, nor will such action conflict with or violate any statute, rule or regulation or any order, judgment or decree of any court or governmental agency or body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's properties or assets. (v) Such Selling Shareholder has, and immediately prior to each Time of Delivery (as defined in Section 4 hereof), such Selling Shareholder will have, good and valid title to the Shares to be sold by such Selling Shareholder hereunder, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever; and, upon delivery of such Shares against payment therefor as provided herein, good and valid title to such Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever, will pass to the several Underwriters. (vi) Except as contemplated by this Agreement, such Selling Shareholder has not (A) taken, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or (B) since the filing of the Registration Statement (1) sold, bid for, purchased or paid anyone any compensation for soliciting purchases of, the Shares or (2) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. (vii) When any Preliminary Prospectus was filed with the Commission it (A) contained all statements required to be stated therein regarding such Selling Shareholder in accordance with, and complied in all material respects with the requirements of, the Act and the rules and regulations of the Commission thereunder and (B) did not include any untrue statement of a material fact or omit to state any material fact regarding such Selling Shareholder necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When the Registration Statement or any amendment thereto was or is declared effective, and at each Time of Delivery (as hereinafter defined), it (A) contained or will contain all statements required to be stated therein regarding such Selling Shareholder in accordance with, and complied or will comply in all material respects with the requirements of, the Act and the rules and regulations of the Commission thereunder and (B) did not or will not include any untrue statement of a material fact regarding such Selling Shareholder or omit to state any material fact regarding such Selling Shareholder necessary to make the statements therein regarding such Selling Shareholder not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) (or, if the Prospectus or such amendment or supplement is not required to be so filed, when the Registration Statement or the amendment thereto containing such amendment or supplement to the Prospectus was or is declared effective) and at each Time of Delivery, the Prospectus, as amended or supplemented at any such time, (A) contained or will contain all statements required to be stated therein regarding such Selling Shareholder in accordance with, and complied or will comply in all material respects with the requirements of, the Act and the rules and regulations of the Commission thereunder and (B) did not or will not include any untrue statement of a material fact regarding such Selling Shareholder or omit to state any material fact regarding such Selling Shareholder necessary in order to make the statements therein regarding such Selling Shareholder, in the light of the circumstances under which they were made, not misleading. The foregoing provisions of this paragraph (iii) do not apply to statements or omissions made in any Preliminary Prospectus, the Registration Statement or any amendment thereto or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by any Underwriter through you specifically for use therein. Such Selling Shareholder and the Underwriters hereby acknowledge that the following constitutes the only information furnished in writing to the Company by the Underwriters specifically for use in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement: (i) the statements in the last paragraph on the cover page of the Prospectus; (ii) a violation the statements with respect to stabilization in the paragraph at the bottom of any statutesthe inside front cover page of the Prospectus; and (iii) the statements under the caption "Underwriting" in the Prospectus. In order to document the Underwriters' compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, lawsas amended, regulations or orders with respect to which the transactions herein contemplated, the Selling Shareholder is subject. agrees to deliver to you prior to or at the First Time of Delivery (5as hereinafter defined) No permita properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). The Selling Shareholder represents and warrants that certificates in negotiable form representing all of the Shares to be sold by such Selling Shareholder hereunder have been placed in custody under a Custody Agreement (the "Custody Agreement"), authorizationin the form heretofore furnished to and approved by you, orderduly executed and delivered by such Selling Shareholder to the Company, consent or approval as custodian (the "Custodian"), and that such Selling Shareholder has duly executed and delivered a Power of or byAttorney (the "Power of Attorney") in the form heretofore furnished to you and approved by you, or any registration or filing which Power of Attorney appoints __________________ as such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact") with or notice toauthority to execute and deliver this Agreement on behalf of such Selling Shareholder, any person (governmental or private) is required to determine the purchase price to be paid by the Underwriters to the Selling Shareholders as provided in Section 2 hereof, to authorize the delivery of the Shares to be sold by such Selling Shareholder hereunder and otherwise to act on behalf of such Selling Shareholder in connection with the execution, delivery transactions contemplated by this Agreement and performance the Custody Agreement. The Selling Shareholder specifically agrees that the Shares represented by the certificates held in custody for such Selling Shareholder under the Custody Agreement are subject to the interests of this Agreement or the consummation Underwriters hereunder, and that the arrangements made by such Selling Shareholder for such custody, and the appointment by such Selling Shareholder of the transactions contemplated herebyAttorney-in- Fact, except as has been obtained by the Selling Shareholder as of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Sharesare irrevocable. The Selling Shareholder acknowledges and specifically agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value obligations of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling hereunder shall not be terminated by operation of law, whether by the Repurchased Shares death or incapacity of the Selling Shareholder’s own free will with Shareholder or, in the full understanding case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such potential mergersestate or trust, acquisitions and liquidity eventsor in the case of a partnership or corporation, by the dissolution of such partnership or corporation, or by the occurrence of any other event.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with the Underwriter and the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has Neither the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and or the performance by the Selling Shareholder of its obligations hereunder under, this Agreement nor the consummation of the transactions contemplated hereby or thereby, will not result in (i) contravene or result in a breach or violation of, or constitute a default under, (A) the memorandum of association, bye-laws or other governing documents of the Selling Shareholder (if the Selling Shareholder is not a natural person), (B) any provision of applicable law or any regulation, rule, judgment, order or decree of any contracts governmental body, agency or documents court having jurisdiction over the Selling Shareholder or any of its properties or (C) any agreement, indenture or other instrument binding upon the Selling Shareholder or to which the Selling Shareholder is a party or is otherwise boundto which any of its properties are subject, or (ii) a violation result in the creation or imposition of any statuteslien, lawscharge, regulations claim or orders encumbrance upon any property of the Selling Shareholder, except (other than with respect to which clause (i)(A)) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Shareholder is subject. (5) No to consummate the transactions contemplated hereby and thereby. Except for permits, consents, approvals and similar authorizations required by the securities or "Blue Sky" or insurance securities laws of certain jurisdictions in connection with the offer and sale of the Shares and permits, consents, approvals and authorizations which have been obtained, no permit, authorizationconsent, orderapproval, consent authorization or approval order of any court, governmental agency or by, body or any registration or filing with or notice to, any person (governmental or private) financial institution is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated herebyby this Agreement. (c) The Selling Shareholder is, except as and on the Closing Date will be, the registered holder of a certificated security representing, and/or has been obtained and will have a "security entitlement" within the meaning of Section 8-102(a)(7) of the New York Uniform Commercial Code (the "NYUCC") in respect of, the Shares to be sold by the Selling Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances, and the Selling Shareholder's entry into this Agreement and the Selling Shareholder's sale, transfer and delivery of the Shares to be sold by the Selling Shareholder as have been duly authorized by all necessary organizational action, if any, and the Selling Shareholder has the legal right and power to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. The Shares to be sold by the date hereofSelling Shareholder are not subject to any preemptive or similar rights, and the Selling Shareholder has all rights in and full power and authority to transfer such Shares. (6d) Upon delivery in New York of any certificate or certificates representing the Shares to be sold by the Selling Shareholder, properly indorsed in blank by an effective indorsement, to either (i) Cede & Co. ("Cede") or such other nominee as may be designated by The Selling Shareholder is willing toDepository Trust Company ("DTC") or (ii) the Underwriter purchasing such Shares, and hereby doesupon payment for such Shares as contemplated by this Agreement, forgoes through Cede (or such other nominee) or the sale of Underwriter, as the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price case may not adequately reflect be, will acquire all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own 's rights in such Shares that the Selling Shareholder has or has the power to transfer, free will of any adverse claim within the meaning of Section 8-102(a)(1) of the NYUCC, provided that Cede (or such other nominee) or the Underwriter, as the case may be, has no notice of any adverse claim (within the meaning of Section 8-105 of the NYUCC) to such Shares. Assuming the proper execution of an entitlement order (within the meaning of Section 8-102(a)(8) of the NYUCC) given by the Selling Shareholder to the securities intermediary (within the meaning of Section 8-102(a)(14) of the NYUCC) maintaining the security entitlement for the Selling Shareholder with respect to the full understanding Shares to be sold by the Selling Shareholder, and assuming that as a result of the execution of such potential mergersorder a security entitlement with respect to such Shares is properly credited at a securities intermediary (within the meaning of Section 8-102(a)(14) of the NYUCC) to the account of the Underwriter purchasing such Shares, acquisitions upon payment for such Shares as contemplated by this Agreement, then no action based on an adverse claim within the meaning of Section 8-102 of the NYUCC may be asserted against the Underwriter with respect to such security entitlement to the extent that (i) the Underwriter had no notice of such adverse claim within the meaning of Section 8-105 of the NYUCC and liquidity events(ii) the Underwriter is the entitlement holder (within the meaning of Section 8-102(a)(8) of the NYUCC) with respect to the securities account to which such security entitlement is credited. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and Buyer, as of the Effective Date date herein and the Closing Date as follows (and any other Closing, which representations and warranties is expressly excluded):shall survive the Closing, the following: (1a) The Shares are wholly-owned by the Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of all liens, agreements, security interests, claims, charges and encumbrances of any encumbrances kind and nature and no third party holds any right or interest (beneficial or otherwise) in the Shares. The Shares are not subject to any restrictions, directly or indirectly, with respect to their transferability or any other restrictions, other than those set out the existing restriction legend on the restricted Shares. The Selling Shareholder owns no other equity securities in the shareholders’ agreement and amended and restated memorandum and articles of association of Company other than the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances5,066,250 Shares subject to the Sale. (2b) This Agreement has been duly executed and delivered by is the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3) . The Selling Shareholder has the right to dispose of full power and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity authority to enter into and to perform its obligations under consummate this Agreement. The execution Agreement and delivery by sell the Selling Shareholder of this AgreementShares, and the performance by the Selling Shareholder consent of its obligations hereunder will not result in (i) a breach of any contracts or documents to which the Selling Shareholder is a no other party or entity is otherwise bound, or (ii) a violation necessary for the consummation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the transactions contemplated herein. The execution, delivery and performance by the Selling Shareholder of this Agreement will not result in any violation of and will not conflict with, or the consummation by the Selling Shareholder result in a breach of, any of the transactions contemplated herebyterms of, except as has been obtained by the Selling Shareholder as or constitute a default under, any provision of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, applicable law or regulation to which the Selling Shareholder is selling subject, any mortgage, indenture, agreement, document, instrument, judgment, decree, order, rule or regulation, or other restriction to which the Repurchased Shares Selling Shareholder is a party or by which the Selling Shareholder may be bound, or result in the creation of any lien upon any of the properties or assets of the Selling Shareholder pursuant to any such term, or result in the suspension, revocation, impairment, forfeiture or non-renewal of any permit, license, authorization or approval applicable to the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriter that: (1a) The Selling Shareholder is the sole legal a trust duly formed and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesvalidly existing pursuant to Ohio law. (2b) To the best knowledge of the Selling Shareholder, the representations and warranties of the Company contained in Section 1 hereof are true and correct. The Selling Shareholder has reviewed and is familiar with the Registration Statement and the Prospectus with respect to all information contained therein and with respect to such information neither the Prospectus nor any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Selling Shareholder is not prompted to sell the Shares to be sold by it under this Agreement by any information concerning the Company or any subsidiary of the Company which is not set forth in the Prospectus. (c) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3d) The Selling Shareholder has the right full right, power and authority to dispose enter into this Agreement and to sell, transfer and deliver the Shares to be sold by it hereunder. The execution and delivery of this Agreement and sell the Repurchased Share sale and delivery of the Shares to be sold by it and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder have been duly authorized by the Selling Shareholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in accordance with the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder is subject, nor will such action result in any violation of the provisions set forth in this Agreementof the trust agreement of the Selling Shareholder, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties. (4e) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementnot taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (f) No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts under this Agreement or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, sale and delivery and performance by of the Selling Shareholder of Shares under this Agreement or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the Securities Act or the rules and regulations of the Commission thereunder or state securities or blue sky laws. (g) Neither the Selling Shareholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the meaning of Article I, Section 1(q) of the By-laws of the National Association of Securities Dealers, Inc.), any member firm of the National Association of Securities Dealers, Inc. (h) The Selling Shareholder agrees to deliver to the Underwriter on or prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (i) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6j) The Upon payment for the Shares to be sold by the Selling Shareholder is willing topursuant to this Agreement, and hereby does, forgoes through the sale delivery of the Repurchased Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of the Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable name of Cede or such other nominee and that the future value crediting of the Repurchased Shares could far exceed on the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering books of DTC to securities accounts of the Company’s securities Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to the Shares), (A) DTC shall be a “protected purchaser” of the Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of the Shares and (C) no action based on a stock exchange. Neverthelessany “adverse claim”, within the meaning of Section 8-102 of the UCC, to the Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder is selling may assume that when such payment, delivery and crediting occur, (x) the Repurchased Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, code of regulations and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the Selling Shareholder’s own free UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will with have been made pursuant to the full understanding of such potential mergers, acquisitions and liquidity eventsUCC.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement will not result in (i) a breach contravene any provision of any contracts the articles of association or other organizational documents to which of the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of contravene any statutes, laws, regulations agreement or orders to which other instrument binding upon the Selling Shareholder is subjector (iii) violate any applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except, in the case of clauses (ii) and (iii) above, for any such contravention or violation that would not reasonably be expected to materially and adversely affect the sale of the Shares and the consummation of any other transaction herein contemplated. (5c) No permitconsent, authorizationapproval, order, consent authorization or approval of or byorder of, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement except for (i) such consents, approvals, authorizations, orders or qualifications that have been obtained or will be obtained on or prior to the consummation Closing Date and (ii) the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and qualifications as have been obtained or may be required by FINRA and under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters. (d) On the Closing Date (as defined in Section 5) the Selling Shareholder will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6e) The Selling Shareholder is willing tonot prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (f) (i) Solely to the extent that any statements in, or omissions from, the Registration Statement are made in reliance upon and in conformity with the Selling Shareholder Information (as defined below) furnished by the Selling Shareholder, the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, when such amendment or supplement becomes effective will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) solely to the extent that any statements in, or omissions from, the Time of Sale Prospectus are made in reliance upon and in conformity with the Selling Shareholder Information furnished by the Selling Shareholder, the Time of Sale Prospectus does not, and hereby does, forgoes through at the time of each sale of the Repurchased Shares in connection with the potential for future economic gain that might be realized from owning offering when the Repurchased Shares. The Selling Shareholder acknowledges and agrees that Prospectus is not yet available to prospective purchasers, the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that Time of Sale Prospectus, as then amended or supplemented by the Company’s plans for the future, if successfulapplicable, may result will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the Company’s capital shares becoming significantly more valuable and that the future value light of the Repurchased Shares could far exceed circumstances under which they were made, not misleading and (iii) solely to the Repurchase Price. The Selling Shareholder acknowledges extent that any statements in, or omissions from, the Prospectus are made in reliance upon and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, in conformity with the Selling Shareholder Information furnished by the Selling Shareholder, the Prospectus as of its date does not contain and, as amended or supplemented, and at the Closing Date (as defined in Section 5) and at each Option Closing Date (as defined in Section 3), if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(f) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein. It is selling understood and agreed that the Repurchased Shares only information furnished by the Selling Shareholder to the Company for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus consists of the Selling Shareholder’s own free legal name, address, the percentage of the share capital of the Company owned by the Selling Shareholder before the Conversion, the number of Common Shares owned by the Selling Shareholder immediately upon the Conversion and any other information relating to the Selling Shareholder set forth under the caption “Principal Shareholders and Selling Shareholder” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (the “Selling Shareholder Information”). (g) None of the Selling Shareholder, its subsidiaries, affiliates under its control or its directors or executive officers, nor, to the Selling Shareholder’s knowledge, any of its or its subsidiaries’ employees, agents or representatives has taken any action that would have resulted in a violation by such persons of laws and regulations administered by OFAC and OEE or any equivalent sanctions or measures imposed by the U.S. Department of State, the Grand Duchy of Luxembourg, the European Union or the United Nations or other relevant sanctions authority; and the Selling Shareholder will only use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any person or entity in a manner that complies with the full understanding sanctions and measures imposed by the Grand Duchy of Luxembourg, the European Union, the United Nations and the federal laws of the United States and the laws of the State of New York. (h) The courts in the Grand Duchy of Luxembourg will enforce judgments of U.S. courts of competent jurisdiction obtained against the Selling Shareholder in connection with this Agreement and such potential mergersjudgments will be enforceable against the Selling Shareholder in Luxembourg without re-examination of the merits of the case, acquisitions subject to applicable exequatur proceedings, and liquidity eventsprovided, in particular, that proof of the satisfaction of the following conditions provided by Luxembourg law for enforcement of foreign court judgments may have to be given: (i) the judgment is final and duly enforceable (exécutoire) in New York; (ii) the New York court had jurisdiction over the subject matter of the action leading to the judgment under applicable New York rules, and such jurisdiction is recognized by Luxembourg private international and local law; (iii) the New York court has acted in accordance with its own procedural laws; (iv) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (v) the New York court applied the substantive laws chosen by the parties to govern this Agreement; and (vi) the judgment is not contrary to the public order (ordre public) as understood under the laws of the Grand Duchy of Luxembourg or has been given in proceedings of a criminal nature. (i) The submission by the Selling Shareholder to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or based upon this Agreement is legal, valid, binding and enforceable against the Selling Shareholder and will be recognized and given effect to by a court of competent jurisdiction in the Grand Duchy of Luxembourg.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement, will not result in (i) a breach contravene any provision of applicable law, or the certificate of incorporation or by-laws of the Selling Shareholder, or any contracts agreement or documents to which other instrument binding upon the Selling Shareholder is a party or is otherwise boundany judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, and no consent, approval, authorization or order of, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice toqualification with, any person (governmental body or private) agency is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement Agreement, except such as may be required by the securities or Blue Sky laws of the consummation various states in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Delivery of the Shares to be sold by the Selling Shareholder and payment therefor pursuant to this Agreement will pass valid title to the Shares, free and clear of any adverse claim within the meaning of Section 8-102 of the New York Uniform Commercial Code, to each Underwriter who has purchased such Shares without notice of an adverse claim. (i) The Registration Statement, when it became effective, did not contain, as amended or supplemented, if applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement as of the date hereof. hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (6iii) The Selling Shareholder is willing tothe Time of Sale Prospectus does not, and hereby does, forgoes through at the time of each sale of the Repurchased Shares in connection with the potential for future economic gain that might be realized from owning offering when the Repurchased Shares. The Selling Shareholder acknowledges Prospectus is not yet available to prospective purchasers and agrees at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result representations and warranties set forth in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, this paragraph 2(e) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder is selling furnished to the Repurchased Shares of Company in writing by the Selling Shareholder’s own free will with Shareholder expressly for use in the full understanding of such potential mergersRegistration Statement, acquisitions and liquidity eventsthe Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and Underwriters that: (a) Neither the Closing Date as follows (and Time of Sale Prospectus nor the Prospectus or any other amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties is set forth in this Section 2 apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder contained in the table under the caption “Principal and Selling Shareholders” furnished in writing by or on behalf of the Selling Shareholder expressly excluded): for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any other free writing prospectus or any amendment or supplement thereto (1) the “Selling Shareholder Information”). The Selling Shareholder is not prompted to sell the sole legal and beneficial owner Shares to be sold by the Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Repurchased Shares, free and clear of any encumbrances (other than those Company which is not set out forth in the shareholders’ agreement and amended and restated memorandum and articles Time of association of Sale Prospectus or the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesProspectus. (2b) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (c) The Power of Attorney, in the form heretofore furnished to the Representative(s) (the “Power of Attorney”), has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a is the valid and legally binding obligation agreement of the Selling Shareholder. (d) The execution and delivery of this Agreement and the Power of Attorney and the sale and delivery of the Shares to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or bylaws or other organizational instrument of the Selling Shareholder, enforceable against if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties, except in accordance with its terms. (3) The the case where such conflict, breach, violation, default, lien, charge or encumbrance would not, singly or in the aggregate, have a material adverse effect on such Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and Shareholder’s ability to perform its obligations under this Agreement. . (e) The execution Selling Shareholder has, and delivery on the Closing Date and each Option Closing Date will have, valid title to, or a valid security entitlement within the meaning of Section 8-501 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a valid security entitlement in respect of such Shares. (f) Upon payment of the purchase price for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (g) The Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder will not result or in (i) a breach the Power of any contracts or documents to which the Selling Shareholder is a party or is otherwise boundAttorney, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the sale and delivery of the Shares by the Selling Shareholder hereunder or the consummation of the transactions contemplated by this Agreement, except (A) such as have been already obtained or will be obtained prior to the Closing Date or (B) as may be required under the Securities Act or the regulations thereunder, the rules of the Nasdaq Global Market, state securities laws or the rules of FINRA. (i) Except as has been validly waived or complied with in connection with the sale of the Shares contemplated hereby and as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement. (j) The Selling Shareholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Shares. (k) Neither the Selling Shareholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (within the meaning of the FINRA By-Laws) of FINRA. (i) The Selling Shareholder or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is not a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund any activities of its business with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (iv) The Selling Shareholder or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof (A) has not taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (B) such Selling Shareholder has conducted its business in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (C) the Selling Shareholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of the Selling Shareholder are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (m) No stamp, documentary, issuance, registration, transfer or similar taxes or duties are payable by the Underwriters in the United Kingdom or to any taxing authority thereof or therein in connection with (i) the execution, delivery and performance or consummation by the Selling Shareholder of this Agreement Agreement, or (ii) the consummation sale and delivery of the Shares by the Selling Shareholder to the Underwriters, in either case solely as a result of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as being established in the United Kingdom or the general partner of the date hereofSelling Shareholder being resident for United Kingdom tax purposes in the United Kingdom. (6n) The Such Selling Shareholder is willing tohas the power to submit, and hereby doespursuant to Section 19 has, forgoes through to the sale extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Repurchased Shares Specified Courts (as defined in Section 19), and has the potential power to designate, appoint and empower, and pursuant to Section 19, has legally, validly and effectively designated, appointed and empowered an agent for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result service of process in the Company’s capital shares becoming significantly more valuable and that the future value any suit or proceeding based on or arising under this Agreement in any of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity eventsSpecified Courts.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to to, and agrees with, each of the several Underwriters and the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):that: (1) a. The Selling Shareholder is has full right, power and authority to enter into this Agreement and the sole legal Transition Agreement and beneficial owner to sell, assign, transfer and deliver to the Underwriters the Firm Selling Shareholder Shares to be sold by the Selling Shareholder hereunder; and the execution and delivery of this Agreement and the Transition Agreement have been duly authorized by all necessary action of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesSelling Shareholder. (2) This Agreement b. The Selling Shareholder has been duly executed and delivered by this Agreement and the Transition Agreement, and each constitutes the valid and binding agreement of the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws relating to or affecting the enforcement of creditors' rights generally and to general equitable principles. (3) The c. No consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the sale of the Firm Selling Shareholder has the right Shares to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery be sold by the Selling Shareholder or the consummation of the Transactions contemplated by this Agreement or the Transition Agreement, except the registration of such Firm Selling Shareholder Shares under the 1933 Act (which, if the Registration Statement is not effective as of the time of execution hereof, shall be obtained as provided in this Agreement, ) and such as may be required under state d. The sale of the performance Firm Selling Shareholder Shares to be sold by the Selling Shareholder and the performance of its obligations hereunder this Agreement and the Transition Agreement and the consummation of the transactions herein and therein contemplated will not conflict with, or (with or without the giving of notice or the passage of time or both) result in (i) a breach or violation of any contracts of the terms or documents provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder is a party or to which any of its properties or assets is otherwise boundsubject, nor will such action conflict with or violate any provision of the charter or bylaws or other governing instruments of the Selling Shareholder, if any, or (ii) a violation any statute, rule or regulation or any order, judgment or decree of any statutes, laws, regulations court or orders to which governmental agency or body having jurisdiction over the Selling Shareholder is subjector any of the Selling Shareholder's properties or assets. e. The Selling Shareholder has good and valid title to the shares of common stock of Universal Fabricators to be exchanged for the Firm Selling Shareholder Shares pursuant to the Transition Agreement, and at the Closing Time (5as defined in Section 3 hereof) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or will have, good and valid title to the consummation by the Firm Selling Shareholder Shares, free and clear of the transactions contemplated herebyall liens, except as has been obtained by the security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever; and, upon delivery of such Firm Selling Shareholder Shares against payment therefor as provided herein, good and valid title to such Firm Selling Shareholder Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever, will pass to the date hereofseveral Underwriters. (6) f. The Selling Shareholder has not taken, and will not take, directly or indirectly, any action that is willing designed to, and hereby doesor that might reasonably be expected to, forgoes through cause or result in or constitute the stabilization or manipulation of any security of the Company or to facilitate the sale or resale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges In order to document the Underwriters' compliance with the reporting and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value withholding provisions of the Repurchased Shares could far exceed Internal Revenue Code of 1986, as amended, with respect to the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Neverthelesstransactions herein contemplated, the Selling Shareholder is selling agrees to deliver to you prior to or at the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions Closing Time (as hereinafter defined) a properly completed and liquidity eventsexecuted United States Treasury Department form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to to, and agrees with, the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriter that: (1a) The Selling Shareholder is now has and at each Time of Delivery will have a security entitlement (within the sole legal and beneficial owner meaning of Section 8-102(a)(17) of the Repurchased SharesUniform Commercial Code as in effect in the State of New York (the “UCC”)) to the Shares to be sold by it, free and clear of any encumbrances (other than those set out action that may be asserted based on an adverse claim with respect to such security entitlement, and assuming that the Underwriter acquires its interest in the shareholders’ agreement and amended and restated memorandum and articles Shares it has purchased from the Selling Shareholder without notice of association any adverse claim (within the meaning of Section 8-105 of the CompanyUCC), includingupon the crediting of such Shares to the securities account of the Underwriter maintained with The Depository Trust Company (“DTC”) and payment therefor by the Underwriter, without limitationas provided herein, the Underwriter will have acquired a security entitlement to such Shares, and no action based on any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesadverse claim may be asserted against the Underwriter with respect to such security entitlement. (2) This Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right full right, power and authority to dispose of execute and sell the Repurchased Share in accordance with the provisions set forth in deliver this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into Agreement and to perform its obligations under hereunder, and this Agreement. The execution Agreement has been duly authorized, executed and delivery delivered by or on behalf of the Selling Shareholder of this AgreementShareholder. (c) No consent, and the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of approval or waiver is required under any contracts instrument or documents agreement to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to by which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required bound in connection with the executionoffering, delivery and performance sale or purchase by the Underwriter of any of the Shares which may be sold by the Selling Shareholder of under this Agreement or the consummation by the Selling Shareholder of any of the other transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6d) The Selling Shareholder is willing to(i) has not violated, conspired to violate, or aided and hereby doesabetted the violation of any Anticorruption Laws, forgoes through Anti-Money Laundering Laws or Sanctions and (ii) the sale of proceeds from the Repurchased Shares the potential for future economic gain that might Offering will not be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans used for the futurepurpose of violating, if successfulconspiring to violate or aiding and abetting the violation of any Anticorruption Laws, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity eventsAnti-Money Laundering Laws or Sanctions.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to, and agrees with, each of the several Underwriters and the Company that: (i) Such Selling Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney (as hereinafter defined) and the Custody Agreement (as hereinafter defined) and to sell, assign, transfer and deliver to the Company on and as of Underwriters the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded): (1) The Shares to be sold by such Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbranceshereunder. (2ii) This Agreement Such Selling Shareholder has been duly executed and delivered by this Agreement, the Power of Attorney and the Custody Agreement, and each constitutes the valid and binding agreement of such Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the such Selling Shareholder in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws relating to or affecting the enforcement of creditors' rights generally and to general equitable principles. (3iii) The No consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the sale of the Shares to be sold by such Selling Shareholder has or the right to dispose consummation of and sell the Repurchased Share in accordance with transactions contemplated by this Agreement, the provisions set forth Power of Attorney or the Custody Agreement, except the registration of such Shares under the Act (which, if the Registration Statement is not effective as of the time of execution hereof, shall be obtained as provided in this Agreement) and such as may be required from the NASD and under state securities or blue sky laws in connection with the offer, sale and distribution of such Shares by the Underwriters. (4iv) The sale of the Shares to be sold by such Selling Shareholder has all and the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder performance of this Agreement, the Power of Attorney and the performance by Custody Agreement and the Selling Shareholder consummation of its obligations hereunder the transactions herein and therein contemplated will not conflict with, or (with or without the giving of notice or the passage of time or both) result in (i) a breach of violation of any contracts of the terms or documents provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the such Selling Shareholder is a party or to which any of its properties or assets is otherwise boundsubject, nor will such action conflict with or (ii) a violation violate any statute, rule or regulation or any order, judgment or decree of any statutes, laws, regulations court or orders to which the governmental agency or body having jurisdiction over such Selling Shareholder is subjector any of such Selling Shareholder's properties or assets. (5v) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Such Selling Shareholder has, and immediately prior to each Time of this Agreement or the consummation by the Delivery (as defined in Section 4 hereof), such Selling Shareholder of will have, good and valid title to the transactions contemplated hereby, except as has been obtained Shares to be sold by the such Selling Shareholder hereunder, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever; and, upon delivery of such Shares against payment therefor as provided herein, good and valid title to such Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever, will pass to the date hereofseveral Underwriters. (6vi) The Such Selling Shareholder is willing tohas not (A) taken, and hereby doesdirectly or indirectly, forgoes through any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Nevertheless, the Selling Shareholder is selling the Repurchased Shares of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions and liquidity events.or

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to to, and agrees with, each of the several Underwriters and the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):that: (1i) The Selling Shareholder is has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver to the sole legal and beneficial owner of Underwriters the Repurchased Shares, free and clear of any encumbrances (other than those set out in Shares to be sold by the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrancesSelling Shareholder hereunder. (2ii) This Agreement The Selling Shareholder has been duly executed and delivered by this Agreement and this Agreement constitutes the valid and binding agreement of the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws relating to or affecting the enforcement of creditors' rights generally and to general equitable principles. (3iii) No consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the sale of the Shares to be sold by the Selling Shareholder or the consummation of the transactions contemplated by this Agreement, except the registration of such Shares under the Act (which, if the Registration Statement is not effective as of the time of execution hereof, shall be obtained as provided in this Agreement) and such as may be required from the NASD and under state securities or blue sky laws in connection with the offer, sale and distribution of such Shares by the Underwriters. (iv) The sale of the Shares to be sold by the Selling Shareholder and the performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with, or (with or without the giving of notice or the passage of time or both) result in a breach of violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder or any of its subsidiaries is a party or to which any of their respective properties or assets is subject, nor will such action conflict with or violate any provision of the Articles of Incorporation or Code of Regulations (or similar governing document) of the Selling Shareholder or any statute, rule or regulation or any order, judgment or decree of any court or governmental agency or body having jurisdiction over the Selling Shareholder or any of the Selling Shareholder's properties or assets. (v) The Selling Shareholder has, and immediately prior to each Time of Delivery (as defined in Section 4 hereof) will have, good and valid title to the Shares to be sold by the Selling Shareholder hereunder, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' voting trusts, equities or claims of any nature whatsoever; and, upon delivery of such Shares against payment therefor as provided herein, good and valid title to such Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever, will pass to the several Underwriters. (vi) The Selling Shareholder has not (A) taken, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the right stabilization or manipulation of the price of any security of the Company to dispose facilitate the sale or resale of and sell the Repurchased Share in accordance with Shares or (B) since the provisions set forth in this Agreementfiling of the Registration Statement (1) sold, bid for, purchased or paid anyone any compensation for soliciting purchases of the Shares or (2) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. (4vii) The Selling Shareholder has When any Preliminary Prospectus was filed with the Commission it (A) contained all the necessary authorization and capacity statements required to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementbe stated therein in accordance with, and complied in all material respects with the performance by requirements of, the Selling Shareholder Act and the rules and regulations of its obligations hereunder the Commission thereunder and (B) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When the Registration Statement or any amendment thereto was or is declared effective, and at each Time of Delivery (as hereinafter defined), it (A) contained or will contain all statements required to be stated therein in accordance with, and complied or will comply in all material respects with the requirements of the Act and the rules and regulations of the Commission thereunder and (B) did not or will not result in include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) (i) a breach of any contracts or, if the Prospectus or documents such amendment or supplement is not required to which be so filed, when the Selling Shareholder is a party Registration Statement or the amendment thereto containing such amendment or supplement to the Prospectus was or is otherwise bounddeclared effective) and at each Time of Delivery, the Prospectus, as amended or supplemented at any such time, (iiA) a violation of any statutes, laws, regulations contained or orders will contain all statements In order to which document the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection Underwriters' compliance with the execution, delivery reporting and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder withholding provisions of the Internal Revenue Code of 1986, as amended, with respect to the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands that the Company may pursue various mergers, acquisitions and liquidity events, including, without limitation, an initial public offering of the Company’s securities on a stock exchange. Neverthelessherein contemplated, the Selling Shareholder is selling agrees to deliver to you prior to or at the Repurchased Shares First Time of the Selling Shareholder’s own free will with the full understanding of such potential mergers, acquisitions Delivery (as hereinafter defined) a properly completed and liquidity eventsexecuted United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as agrees with each of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):Underwriters that: (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation or on behalf of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3b) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreementof, and the performance by the Selling Shareholder of its obligations hereunder under, this Agreement will not result in (i) a breach contravene (a) any provision of any contracts or documents to which the articles of association of the Selling Shareholder is a party Shareholder, (b) any provision of applicable law, (c) any agreement or is otherwise boundother instrument binding upon the Selling Shareholder, or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except, in the case of clauses (i)(b) through (i)(d) above, for any such contravention that would not, singly or in the aggregate, have a material adverse effect on the Selling Shareholder, and (ii) a violation of require any statutesconsent, lawsapproval, regulations authorization or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or byorder of, or any registration or filing with or notice toqualification with, any person (governmental body, agency or private) court is required in connection with for the execution, delivery and performance by the Selling Shareholder of its obligations under this Agreement Agreement, except (y) such as may be required by the securities or Blue Sky laws of the consummation various states in connection with the offer and sale of the Shares or (z) such as have been obtained or made. (c) The Selling Shareholder will have, on each Option Closing Date, valid title to the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the transactions contemplated herebylegal right and power, except as has been obtained and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder as or a security entitlement in respect of the date hereofsuch Shares. (6d) [Reserved]. (e) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s shareholders’ register in accordance with applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) The Selling Shareholder is willing tohas delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (g) [Reserved]. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, when such amendments or supplements become effective, and hereby doesat each Option Closing Date, forgoes through will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus, at their respective dates, complied and, as amended or supplemented, if applicable, at the dates of the applicable amendments or supplements, and at each Option Closing Date, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus, at its date, does not, and at the time of each sale of the Repurchased Shares in connection with the potential for future economic gain offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date and each Option Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, at its date, does not contain and, as amended or supplemented, if applicable, at the dates of the applicable amendments or supplements, and at each Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that might be realized from owning the Repurchased Shares. The representations and warranties set forth in this paragraph (h) do not apply to statements or omissions made in reliance and in conformity with the information provided by the Underwriters described in Section 11(c) below and except further that the representations and warranties set forth in this paragraph (h) shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with any information relating to the Selling Shareholder acknowledges furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, it being understood and agrees agreed that the Repurchase Price may not adequately reflect all available information. The only such information furnished by the Selling Shareholder understands consists of (A) the legal name and address of the Selling Shareholder and the other information about such Selling Shareholder set forth in the footnote relating to such Selling Shareholder under the caption “Principal and Selling Shareholders” and (B) the number of Shares beneficially owned by the Selling Shareholder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (collectively, the “Selling Shareholder Information”). (i) None of the Selling Shareholder or any of its subsidiaries (other than the Company’s plans for ), or, to the futureknowledge of the Selling Shareholder, if successful, may result in any controlled affiliate (other than the Company’s capital shares becoming significantly more valuable and that the future value ) or any director, officer, employee, agent or representative of the Repurchased Shares could far exceed the Repurchase Price. The Selling Shareholder acknowledges and understands or any of its controlled affiliates (other than the Company), is a Person that is, or is owned or controlled by one or more Persons that are: (A) the Company may pursue various mergerssubject of any Sanctions, acquisitions and liquidity eventsor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, an initial public offering Crimea, Cuba, Iran, North Korea and Syria). (ii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the Company’s securities on offering it receives, if any, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted for a stock exchange. NeverthelessPerson required to comply with Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past five years, the Selling Shareholder has not knowingly engaged in, is selling not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the Repurchased Shares time of the dealing or transaction is or was the subject of Sanctions in violation of Sanctions. (iv) The representations and warranties in the preceding clauses of this clause (i) shall apply only and if to the extent that the acceptance or receiving of its benefit, or the making of this representation and warranty and compliance with it, as the case may be, does not result in a violation of Council Regulation (EC) No. 2271/96 of November 22, 1996, Section 7 of the German Foreign Trade Ordinance (§ 7 Aussenwirtschaftsverordnung) or any applicable anti-boycott laws or regulations. (a) None of the Selling Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder’s own free , any director, officer, employee, agent, representative or controlled affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws, (b) the Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and (c) at each Option Closing Date, neither the full understanding Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (vi) The operations of the Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (j) Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no Stamp Taxes are payable by or on behalf of the Underwriters in the Netherlands or to any taxing authority thereof or therein in connection with (A) the sale and delivery of the Shares by the Selling Shareholder to the Underwriters or purchasers procured by the Underwriters or (B) the resale and delivery of such potential mergersShares by the Underwriters in the manner contemplated herein. (k) [Reserved]. (l) The Selling Shareholder has the power to submit, acquisitions and liquidity eventspursuant to Section 15(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 15(a)), and has the power to designate, appoint and empower, and pursuant to Section 15(c), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts.