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

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (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 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, 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 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. (f) Such Selling Shareholder 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. (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, 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders, severally and not jointly, represents and warrants to and agrees with with, each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Such Selling Shareholder. (b) The execution , at the First Closing Date, will have good and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact marketable title to the extent Shares set forth therein and relating to the deposit of the Shares in Schedule II to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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, any liens, encumbrances, equities and claims (other than as imposed by the Securities Act or other encumbrances and the legal right and powerthis Agreement), and all authorization full right, power and approval required by law, authority to enter into this Agreement effect the sale and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect delivery of such Shares. (d) The Power ; and upon the delivery of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, good and marketable title thereto, free and clear of any liens, encumbrances, equities and claims, of any kind, will be transferred to the Underwriters. (b) Such Selling Shareholder has duly executed and delivered the Custody Agreement and Power of Attorney in the form previously delivered to the Representatives, appointing the persons named therein, and each of them as such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact") and as custodian (the "Custodian"). The Attorney-in-Fact is authorized to execute, deliver and perform this Agreement on behalf of such Selling Shareholder, to deliver the Shares to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement, including payment from the Offering proceeds of expenses incurred on behalf of such Selling Shareholder. Certificates, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, representing the Shares to be sold by such Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement and Power of Attorney for the purpose of delivery pursuant to this Agreement. Such Selling Shareholder agrees that the shares of Common Stock represented by the certificates on deposit with the Custodian are subject to the interest of the Underwriters hereunder, that the arrangements made for such custody and the appointment of the Attorney-in-Fact are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated except as provided in this Agreement and the Custody Agreement and Power of Attorney. If such Selling Shareholder should die or become incapacitated, or if any other event should occur, before the delivery of the Shares of such SharesSelling Shareholder hereunder, as directed the certificates for such Shares deposited with the Custodian shall be delivered by the UnderwritersCustodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian or the Attorney-in-Fact shall have received notice thereof. (c) Such Selling Shareholder, acting through his duly authorized Attorney-in-Fact, has duly executed and delivered this Agreement and the Custody Agreement and Power of Attorney; this Agreement constitutes a legal, valid and binding obligation of such Selling Shareholder, all authorizations and consents necessary for the execution and delivery of this Agreement and the Custody Agreement and Power of Attorney on behalf of such Selling Shareholder and for the sale and delivery of the Shares to Cede & Co. (“Cede”) or be sold by such other nominee Selling Shareholder hereunder have been given, except as may be designated required by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede Securities Act or such other nominee state securities laws; 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, such Selling Shareholder may assume that when such paymenthas the legal capacity and full right, delivery power and crediting occur, authority to execute this Agreement and the Custody Agreement and Power of Attorney. (xd) such Shares will have been registered in The performance of this Agreement and the name Custody Agreement and Power of Cede or another nominee designated by DTC, in each case on Attorney and 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 consummation of the UCC transactions contemplated hereby and (z) appropriate entries to the accounts thereby by such Selling Shareholder will not result in a breach or violation of, or conflict with, any of the several Underwriters on terms or provisions of, or constitute a default by such Selling Shareholder under, any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or instrument to which such Selling Shareholder or any of his or its properties is bound, or any statute, judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to such Selling Shareholder or any of his, her or its properties. (e) Such Selling Shareholder has not distributed nor, other than as permitted by the records Securities Act and the Rules and Regulations, will distribute any prospectus or other offering material in connection with the offer and sale of DTC will have been made pursuant to the UCCShares other than any Preliminary Prospectus filed with the Commission or the Final Prospectus or other material permitted by the Securities Act. (f) Such Selling Shareholder has reviewed and is not prompted by any material information concerning familiar with the Company or its subsidiaries which is not set forth in Registration Statement and the Time Preliminary Prospectus. To the knowledge of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statementsuch Selling Shareholder, 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 Preliminary 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 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 include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorizedauthorized (if such Selling Shareholder is not a natural person), executed and delivered by or on behalf of such Selling ShareholderShareholder and the transactions contemplated by this Agreement have been duly authorized by or on behalf of such Selling Shareholder (if such Selling Shareholder is not a natural person). (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of a corporation, limited liability company, partnership or other entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases case of clause clauses (i), (iii) and (iv) as would not, individually or in the aggregate, impair have a material adverse effect on the ability of such the Selling Shareholder Shareholders to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling ShareholderAgreement, except for (i) such consentsas may have already been obtained, approvals, authorizations, orders or qualifications (ii) such as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the SharesShares by the securities, anti-fraud or Blue Sky laws of the various states, the approval for listing of the Shares on the New York Stock Exchange and the approval of the underwriting terms and arrangements by the Financial Industry Regulatory Authority, Inc. or (iii) such that would not reasonably be expected to have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” (within the meaning of Section 8-501 102(a)(17) of the New York Uniform Commercial Code in respect of, (the “NYUCC”)) to the Shares to be sold by such Selling Shareholder in a securities account maintained with DTC, free and clear of all security interests, any claims, liens, equities or other encumbrances and the legal right and powerencumbrances, and all authorization and approval required by law, to enter into this Agreement and assuming that the Power of Attorney and Custody Agreement and to sell, transfer and deliver Underwriter acquires its interest in the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Power of Attorney and Custody Agreement it has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (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 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 purchased without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (NYUCC), upon the “UCC”)) crediting of such Shares to the securities account of the Underwriter maintained with DTC and payment therefor by the Underwriter, as provided herein, the Underwriter will acquire a security entitlement 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 claim may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery payment 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 NYUCC and (zy) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder 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 AgreementNYUCC. (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, 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 (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, misleading and (iii) 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 representations and warranties set forth in this paragraph 2(g2(d) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that for purposes of this Agreement, the only information furnished by such Selling Shareholder consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholders” (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (e) With respect to any Selling Shareholder that is a non-U.S. person, such Selling Shareholder has the power to submit, and pursuant to Section 19(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 19(a)), and has the power to designate, appoint and empower, and pursuant to Section 19(b), 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. (f) Such Selling Shareholder has executed a “lock-up” agreement, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of Ordinary Shares or certain other securities, that is in full force and effect as of the date hereof and shall be in full force and effect as of the Closing Date.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Shareholder is the lawful owner of the Firm Shares to be sold by such Selling Shareholder pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Firm Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever (subject to any lien created hereby and restrictions arising under applicable securities law, which do not survive the Closing). (b) Such Selling Shareholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney (the "Power of Attorney") of such Selling Shareholder, if applicable, appointing certain individuals as such Selling Shareholder's attorneys-in-fact (the "Attorneys") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder in the manner provided herein and therein. (c) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement of such Selling Shareholder has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement instrument of such Selling Shareholder Shareholder, enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcyand, insolvencypursuant to such Power of Attorney, reorganizationsuch Selling Shareholder has, moratorium among other things, authorized the Attorneys, or similar laws affecting creditors’ rights generallyany one of them, to execute and (ii) deliver on such Selling Shareholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the remedy of specific performance transactions contemplated hereby and injunctive and other forms of equitable relief may be subject to equitable defenses thereby and to deliver the discretion of the court before which any proceeding may Firm Shares to be broughtsold by such Selling Shareholder pursuant to this Agreement. (e) Upon delivery of and payment for the Firm Shares to be sold by such 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 all of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes rights of this representation, such Selling Shareholder may assume that when and will also acquire their interest in such payment, delivery and crediting occur, (x) such Firm Shares will have been registered in the name free 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 UCCany adverse claim. (f) Such The execution, delivery and performance of this Agreement and Power of Attorney, if applicable, of such Selling Shareholder by or on behalf of such Selling Shareholder, the compliance by such Selling Shareholder with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Shareholder, if such Selling Shareholder is not prompted an individual, or any indenture, loan agreement, mortgage, lease or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or any material information concerning the Company property of such Selling Shareholder is bound or its subsidiaries which is not set forth (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over such Selling Shareholder or any property of such Selling Shareholder, other than, in the Time case of Sale Prospectus clauses (ii) and (iii), any conflict or violation that, would not affect the validity of, or adversely affect the Selling Shareholder's ability to sell its Shares pursuant to this Agreementconsummate the transactions contemplated hereunder. (ig) The information in 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 Statement under the caption "Principal and Selling Stockholders" which specifically relates 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 such Selling Shareholder does not, and, at the time of each sale of the Shares in connection with the offering when the Prospectus is and will not yet available to prospective purchasers and at on the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will notDate, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and . (iiih) At any time during the Prospectus does not contain and, as amended or supplementedperiod described in Section 5(d), if applicable, will not contain there is any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, change in the light of the circumstances under which they were madeinformation referred to in Section 7(g), not misleading, except that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished will immediately notify you of such change. (i) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action designed to, 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 pursuant to the Company distribution contemplated by this Agreement, and other than as permitted by the Act, such Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in writing connection with the offering and sale of the Shares. (j) Each certificate signed by or on behalf of such Selling Shareholder and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Shareholder expressly for use in to the Registration Statement, Underwriters as to the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretomatters covered thereby.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorizedauthorized (if a non-natural person), executed and delivered by or on behalf of such Selling Shareholder, as applicable. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 Custody Agreement 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 and Custody Agreement has have been duly authorizedauthorized (if a non-natural person), executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) Upon payment for Delivery of the Shares to be sold by such Selling Shareholder and payment therefor pursuant to this Agreement, delivery of Agreement will pass valid title to 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 free 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 clear 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 UCCNew York Uniform Commercial Code, to each Underwriter who has purchased such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes without notice 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 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 UCCan adverse claim. (f) Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct. Such Selling Shareholder is not prompted by any material non-public 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. (ig) 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, (iii) the Time of Sale Prospectus does not, and, 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 (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, (ii) 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 (iii) 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 ; provided that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, each broadly available road show, if any, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and American Stock Transfer & Trust Company, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “"Custody Agreement") and the Power of Attorney appointing Waynx X. Xxxxxxx xx such Selling Shareholder's attorney-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”by the Registration Statement (the "Power of Attorney") will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation law or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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, to 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Shares to be sold by such Selling Shareholder pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ef) Upon payment for Delivery of the Shares to be sold by such 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 Agreement 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, pass title to such Shares may be asserted against the Underwriters with respect to such free and clear of any security entitlement; for purposes of this representationinterests, such Selling Shareholder may assume that when such paymentclaims, delivery liens, equities 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 UCCother encumbrances. (f) Such Selling Shareholder 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. (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, 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) by-laws or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of an entity), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or “blue sky sky” laws and regulations of the various states in connection with the offer and sale of the Shares. (c) Such Selling Shareholder has, and on the Closing Date Date, after giving effect to the Formation Transactions, 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 have the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) Upon payment of the purchase price by the Underwriters for the Shares to be being sold by such Selling Shareholder pursuant to this Agreement, and the delivery of by such Shares, as directed by the Underwriters, Selling Shareholder to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), registration ) of the Shares being sold by such Shares Selling Shareholder registered in the name of Cede or such other nominee designated by DTC, both as provided for in this Agreement, and the crediting of such Shares on to the books of DTC to securities accounts account of the Underwriters with DTC, Cede or such other nominee designated by DTC will be a “protected purchaser” (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of as defined in Section 8-105 303 of the New York Uniform Commercial Code (the “UCCCode”)) to of such Shares), the Underwriters will acquire a valid “security entitlement” (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 UCCCode) to such Shares, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any an “adverse claim”, within the meaning of ” (as defined in Section 8-102 of the UCC, to such Shares Code) may be asserted against the Underwriters with respect to such security entitlemententitlement (assuming that the Underwriters are without notice of any such adverse claim); 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 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 Code and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCCode. (f) Such Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus and the 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, 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 (as defined in Section 56), the Time of Sale Prospectus, as then amended or supplemented by the Companysupplemented, if applicable, will not, 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, misleading and (iii) 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 representations and warranties and agreements set forth in this paragraph 2(g3(g) are limited to statements or omissions the name and address of such Selling Stockholder, the number of shares of Common Stock beneficially owned by such Selling Stockholder after giving effect to the sale of the Shares being sold by such Selling Stockholder and the number of Shares made in reliance upon and in conformity with information relating to available for sale by such Selling Shareholder (the “Selling Shareholder Information”), which information has been furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally severally, and not jointly, represents and warrants to to, and agrees with with, each of the Underwriters that:Underwriter as set forth below in this Section ‎2. (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by Other than any Lien granted pursuant to the applicable Margin Loan (as defined in the Prospectus), which Liens applicable to the Securities shall be discharged at Closing, such Selling Shareholder of, has good and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact valid title to the extent set forth therein and relating to the deposit of the Shares Securities to be sold by such Selling Shareholder (the “Power it pursuant to this Agreement, free and clear of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Sharesall Liens. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (e) Upon payment for the Shares Securities to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such SharesSecurities, as directed by the UnderwritersRepresentative, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”) or CDS Clearing and Depository Services Inc. (“CDS”), as applicable, registration of such Shares Securities in the name of Cede or such other nominee and the crediting of such Shares Securities on the books of DTC or CDS to the securities accounts account of the Underwriters (assuming that neither DTC DTC, CDS nor any such Underwriter the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such SharesSecurities), (A) DTC or CDS, as applicable, shall be a “protected purchaser” of such Shares Securities 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 Securities, (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares Securities may be asserted against the Underwriters with respect to such security entitlement; and (D) the Underwriters will otherwise acquire good and valid title to such Securities free and clear of all Liens; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares Securities will have been registered in the name of Cede or another nominee designated by DTCDTC or CDS, in each case on the Company’s share registry in accordance with its certificate of incorporationarticles, bylaws and applicable law, (y) DTC or CDS, as applicable, will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries entry to the accounts account of the several Underwriters on the records of DTC or CDS, as applicable, will have been made pursuant to the UCC. (fd) Such The execution and delivery by such Selling Shareholder is of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not prompted by contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of 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. other party to, (i) The Registration Statementthe articles, when it became effective, did not contain andby-laws or other organizational documents, as amended or supplementedthe case may be, 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 misleadingsuch Selling Shareholder, (ii) any other agreement or instrument to which such Selling Shareholder is a party or by which it is bound or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Shareholder, except, in the Time case of Sale Prospectus does the foregoing clauses (ii) and (iii) as would not, andindividually or in the aggregate, at reasonably be expected to materially impact such Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the time of each sale consummation by such Selling Shareholder of the Shares transactions contemplated in connection with this Agreement, except such as may be required under the offering when Securities Act, applicable state securities or blue sky laws and from the Prospectus is not yet available FINRA and such other approvals as have been or will be made or obtained on or prior to prospective purchasers the Closing Date. (e) All information furnished to the Company or the Underwriters by or on behalf of such Selling Shareholder in writing expressly for use in the Registration Statement, the Disclosure Package and at the Prospectuses is, and on the Closing Date (will be, true, correct and complete in all material respects, and did not, and as defined in Section 5), of the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, Closing Date will not, contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, such information not misleading, it being understood and agreed that the only such information consists of the information with respect to such Selling Shareholder under the captions “Selling Shareholders” and “Use of Proceeds” in the Pricing Disclosure Package and the Prospectuses (iiisuch information, the “Selling Shareholder Information”). (f) Prior to the Prospectus does completion of the Underwriters’ distribution of the Securities, such Selling Shareholder has not contain and, as amended or supplemented, if applicable, distributed and will not contain distribute any untrue statement of a offering material fact or omit to state a material fact necessary to make in connection with the statements therein, in the light offering and sale of the circumstances under Securities other than the Disclosure Package and the Prospectuses. (g) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that 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 Securities. (h) Except as provided herein, there is no Person which they were made, not misleading, except that has been engaged by such Selling Shareholder to act for such Selling Shareholder and which is entitled to any brokerage or finder’s fee in connection with the completion of this Agreement or any of the transactions contemplated hereunder. Any certificate signed by or on behalf of such Selling Shareholder and delivered to the Representative or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by such Selling Shareholder to the Underwriters as to the matters covered thereby with respect to such Selling Shareholder. Such Selling Shareholder has a reasonable basis for making each of the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance Section 2. Such Selling Shareholder further acknowledges that the Underwriters will rely upon the accuracy and in conformity with information relating truthfulness of the foregoing representations and hereby consents to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretoreliance.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with the several Underwriters and the Company, and shall be deemed to represent and warrant to the several Underwriters and the Company on each of the Underwriters Closing Date, that: (a) This Such Selling Shareholder has duly executed a durable power of attorney and custody agreement ("Irrevocable Power of Attorney and Custody Agreement") naming Xxxx X. Xxxx and Xxxxxx X. Xxxxxxx, or either of them, as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact") for the purpose of entering into and carrying out this Agreement and naming Xxxx X. Xxxx, as custodian ("Custodian") of the Shares of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement, the Irrevocable Power of Attorney and Custody Agreement and the Tax Indemnification Agreement by and among the Company and the shareholders of the Company and included as an exhibit to the Registration Statement (the "Tax Indemnification Agreement"), and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, as set forth on SCHEDULE II annexed hereto, have been obtained. Such Selling Shareholder has, and at the time of delivery thereof hereunder such Selling Shareholder will have, good and valid title to the Shares proposed to be sold by such Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Irrevocable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters. Such Selling Shareholder has full right, power and authority to enter into this Agreement, the Irrevocable Power of Attorney and Custody Agreement and the Tax Indemnification Agreement and to sell, assign, transfer and deliver such Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Irrevocable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of and payment for such Shares hereunder, the Underwriters will acquire good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights. (c) Such Selling Shareholder has not distributed and will not distribute any Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Shares. Such Selling Shareholder has 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. (d) The execution, delivery and performance by such Selling Shareholder of this Agreement, the Irrevocable Power of Attorney and Custody Agreement and the Tax Indemnification Agreement will not, if applicable, result in the violation of any provisions of the Articles of Incorporation, By-laws or other governing documents of such Selling Shareholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or such Selling Shareholder's property may be bound or affected, or any statute, rule or regulation applicable to such Selling Shareholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over such Selling Shareholder or any of such Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. Such Selling Shareholder hereby represents and warrants that each Attorney-in-Fact has been duly appointed as attorney-in-fact by such Selling Shareholder for the purpose of entering into and carrying out this Agreement, and the Irrevocable Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by or on behalf of such Selling ShareholderShareholder to the Representatives. (be) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody This Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Irrevocable Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Tax Indemnification Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a are each valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its their respective terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (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 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, 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 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. (f) Such Selling Shareholder is not prompted has deposited in custody, under the Irrevocable Power of Attorney and Custody Agreement, certificates in negotiable form for the Shares to be sold hereunder by any material information concerning the Company or its subsidiaries which is not such Selling Shareholder as set forth in opposite such Selling Shareholder's name on SCHEDULE II annexed hereto (including the Time maximum number of Sale Prospectus to sell its Optional Shares set forth on SCHEDULE II) for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that the Shares of such Selling Shareholder on deposit with the Custodian are subject to the interests of the Company, the Underwriters and the other Selling Shareholders, that the arrangements made for such custody, and the appointment of the Attorneys-in-Fact pursuant to the Irrevocable Power of Attorney and Custody Agreement, are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder and under the Irrevocable Power of Attorney and Custody Agreement shall not be terminated, except as provided in this Agreement and the Irrevocable Power of Attorney and Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether in the case of an individual Selling Shareholder, by the death or incapacity of such Selling Shareholder or, in the case of a trust or estate, by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or, in the case of a partnership or corporation, by the dissolution, winding up or other event affecting the legal life of such entity, or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated, or any such trust, estate, partnership or corporation should be terminated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Irrevocable Power of Attorney and Custody Agreement as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. Such Selling Shareholder represents that each Attorney-in-Fact has been authorized by such Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by such Selling Shareholder against delivery thereof and otherwise to act on behalf of such Selling Shareholder. (ig) The Registration StatementInsofar as it relates to such Selling Shareholder, when it became effectiveeach Preliminary Prospectus, did not contain as of its date, has conformed in all material respects with the requirements of the Act and, as amended of its date, has not included any untrue statement of a material fact or supplementedomitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date; (i) the Registration Statement and the Prospectus, if applicableas they relate to such Selling Shareholder, did or will not contain conform to the requirements of the Act; and (ii) neither the Registration Statement nor the Prospectus as it relates to such Selling Shareholder did or will include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, . (iih) To the Time of Sale Prospectus does not, and, at the time knowledge of each sale Selling Shareholder who is not a Principal Shareholder, the representations and warranties of the Shares Company and the Principal Shareholders set forth in Section 2 hereof are true and correct. (i) The information contained in such Directors', Officers' and Selling Shareholders' Questionnaire completed in connection with the Company's public offering when and delivered to the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale ProspectusRepresentatives was, 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 misleadingdate of such questionnaire, and (iii) the Prospectus does not contain andis, 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 madedate of this Agreement, not misleading, except that the representations true and warranties set forth in this paragraph 2(g) are limited to statements correct. A certificate signed by or omissions made in reliance upon and in conformity with information relating to such on behalf of any Selling Shareholder furnished as such and delivered to the Company in writing Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Shareholder expressly to the Underwriters as to the matters covered thereby. A certificate delivered by or on behalf of any Selling Shareholder to counsel for use the Selling Shareholders for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Registration Statement, Representatives and counsel for the Time of Sale Prospectus, Underwriters and shall be deemed to be additional representations and warranties to the Prospectus or any amendments or supplements theretoUnderwriters by such Selling Shareholder as to the matters covered thereby.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters thatas follows: (a) This Agreement has been duly authorized, executed and delivered Except with respect to any Option Shares to be acquired by or on behalf of such Selling Shareholder. (b) The execution and delivery by , such Selling Shareholder of, is the record owner of and now has and at the Closing Date and the performance by such Selling Shareholder of its obligations underOver-Allotment Closing Date, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact if any, will have valid title to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder Shareholder, free and clear of any liens, encumbrances, equities and claims (except for any liens, encumbrances, equities and claims arising under the “Custody Agreement and Power of Attorney described in Section 3(b) of this Agreement that has been executed and Custody Agreement”) will not contravene (i) delivered by such Selling Shareholder). At the Closing Date and any provision of applicable lawOver-Allotment Closing Date, (ii) the certificate of incorporation or bylaws of if any, such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents will be the record owner of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) Such Selling Shareholder has, and on the Closing Date will have, 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 to any Option Shares to be sold by such Selling Shareholder Shareholder, free and clear of all security interests, claims, any liens, encumbrances, equities or other encumbrances and claims (except for any liens, encumbrances, equities and claims arising under the legal right and power, and all authorization and approval required by law, to enter into this Custody Agreement and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement that has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder). (eb) Upon payment for the Shares to be sold by such 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 Company, New York, NY (“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)Underwriters, (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCCNYUCC, and (B) under Section 8-501 of the UCCNYUCC, the Underwriters will acquire a valid security entitlement in respect of such Shares Shares, free and (C) no action based on clear of any “adverse claim”liens, within the meaning of Section 8-102 of the UCCencumbrances, to such Shares may be asserted against the Underwriters with respect to such security entitlementequities and claims; 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 a nominee designated by DTC, in each case on the CompanyIssuer’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. (fc) This Agreement and the Custody Agreement and Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. The execution and delivery of this Agreement and the Custody Agreement and Power of Attorney and the consummation by such Selling Shareholder of the transactions contemplated thereby and the fulfillment by such Selling Shareholder of the terms thereof will not require any consent, approval, authorization, or other order of any court, regulatory body, administrative agency or other governmental body (except as may be required under the Securities Act and state securities or Blue Sky laws) and will not result in a breach of any of the terms and provisions of, or constitute a default under, (i) organizational documents of such Selling Shareholder, if not an individual, (ii) any indenture, mortgage, deed of trust or other agreement or instrument to which such Selling Shareholder is a party, or (iii) of any order, rule or regulation applicable to such Selling Shareholder of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, except, with respect to clauses (ii) and (iii), where the failure to obtain such consents, approvals, authorizations or orders, or the occurrence of such breaches or defaults, would not materially adversely affect the power or ability of such Selling Shareholder to perform its obligations under this Agreement or the Custody Agreement and Power of Attorney or to consummate the transactions contemplated hereby and thereby. (d) Such Selling Shareholder is has not prompted by taken, directly or indirectly, any material information concerning the Company action designed to, or its subsidiaries which is not set forth has constituted, or which might reasonably be expected to cause or result in the Time stabilization or manipulation of Sale the price of the Common Stock of the Issuer and, except as permitted by the Securities Act and consented to in advance by the Representatives, the Selling Shareholder has not distributed any Free Writing Prospectus, Preliminary Prospectus, the Prospectus to sell its Shares pursuant to this Agreementor any other offering material in connection with the offering of the Shares. (ie) Except as disclosed by such Selling Shareholder in writing to the Representatives, neither such Selling Shareholder nor any of his, her or 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 affiliations or associations with any member of FINRA. (f) The information pertaining to such Selling Shareholder under the caption “Principal and Selling Shareholders” in the Pricing Prospectus and Prospectus, and any Free Writing Prospectus containing information pertaining to such Selling Shareholder that has been provided by such Selling Shareholder, is complete and accurate in all material respects. The Registration StatementStatement does not, and any further amendments to the Registration Statement will not, when it became they become effective, did not contain and, as amended or supplemented, if applicable, will not contain any an 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, 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 as amended or supplemented on 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 an 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) the Prospectus does not contain andDisclosure Package, as amended or supplementedof the Applicable Time, if applicable, will did not contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that all of the representations and warranties set forth in this paragraph 2(gsecond sentence of clause (f) are limited apply only to statements (1) information with respect to such Selling Shareholder set forth in the Registration Statement, the Prospectus, the Disclosure Package or omissions made any amendment or supplement thereto in reliance upon and in conformity with written information relating to such Selling Shareholder furnished to the Company in writing Issuer by such Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by each Selling Shareholder consists of the statements with respect to such Selling Shareholder under the caption “Principal and Selling Shareholders” in the Prospectus and the Disclosure Package (with respect to each Selling Shareholder, the “Selling Shareholder Information”); and (2) information with respect to any position, office or other relationship that such Selling Shareholder has had with, and that is material to, the Issuer or any of its predecessors or affiliates within the three years prior to the date of the Prospectus. The sale of the Firm Securities by such Selling Shareholder pursuant hereto is not prompted by any information concerning the Issuer or any of the Subsidiaries which is not set forth in the Registration Statement, Prospectus or Disclosure Package. (g) Each Selling Shareholder that is selling Option Shares hereby severally, and not jointly, represents and warrants to each of the Time Underwriters that the arrangements made by such Selling Shareholder for the exercise of Sale Prospectusthe Options exercisable for the Option Shares are in proper form for the irrevocable exercise of such Options in accordance with the terms of the applicable Issuer Stock Plan (as hereinafter defined); and that on or before the Closing Date, such Options will be duly and irrevocably exercised in accordance with the terms of the applicable Issuer Stock Plan, and the exercise of such Options shall not be terminable by any act or deed of such Selling Shareholder (or by any other person, firm or corporation including the Issuer, the Prospectus Custodian or any amendments the Attorney-in-Fact)or by operation of law or supplements theretootherwise (including the death of such Selling Shareholder if an individual or the dissolution or winding up of such Selling Shareholder if an entity).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the and, if such Selling Shareholder is an individual, a Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain one or more individuals as such Selling Shareholder’s 's attorneys-in-fact to the extent set forth therein and relating to the deposit of transactions contemplated hereby and by the Shares Registration Statement (with respect to be sold by such Selling Shareholder (Shareholder, the “Power of Attorney and Custody Agreement”"POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement (if any) of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement (if any) 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 If such Selling Shareholder is an individual, the Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that Shareholder. A copy of the remedy Power of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Attorney has been delivered to the discretion of Underwriter prior to the court before which any proceeding may be broughtdate hereof. (e) Delivery of the Shares represented by certificates to be sold by such Selling Shareholder and payment therefor 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 the Underwriter if the Underwriter has purchased such Shares without notice of an adverse claim. (f) Upon payment for the Shares not represented by certificates to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”"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 Underwriter (assuming that neither DTC nor any such the 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 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 Underwriters 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 '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 account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (fg) Such Selling Shareholder is not prompted by To the extent that any material information concerning the Company statements or its subsidiaries which is not set forth omissions made in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein, the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when it became effective, did not contain andthey become effective or are filed with the Commission, as amended or supplementedthe case may be, if applicable, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a any 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, 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder and is the valid and binding agreement of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and Computershare Trust Company, N.A., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation incorporation, by-laws or bylaws similar constitutional document of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitynot a natural person), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement, the Custody Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 Custody Agreement 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 and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 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, 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 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. (f) Such Selling Shareholder 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. (g) (i) The Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when it such part became effective, did not contain andand each such part, 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, (iiiii) the Registration Statement as of the date 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, (iv) the Time of Sale Prospectus does not, and, 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 (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, (v) 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 (iiivi) 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 ; provided that the representations and warranties set forth in this paragraph Section 2(g) are limited to statements or omissions made in reliance the Registration Statement, Time of Sale Prospectus, the Prospectus, or any amendments or supplements thereto based upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 11(b) hereof. (h) Such Selling Shareholder is not (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R.2510.3-101, or otherwise. (i) Neither such Selling Shareholder nor any of its subsidiaries or controlled affiliates, nor any of their directors or officers, nor, to such Selling Shareholder’s knowledge, any employee, agent or representative of such Selling Shareholder or of any of its subsidiaries or non-controlled affiliates, 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 (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”) in order to improperly influence official action by that Government Official for the benefit of such Selling Shareholder or its subsidiaries or affiliates, or to otherwise secure any improper advantage, or to any person in violation of the Anti-Corruption Laws. For purposes of these Sections (i)(i) through (iii), “controlled affiliate” means an affiliate over which such Selling Shareholder possesses, directly or indirectly, the power to direct or cause the direction of the management and policies thereof, whether through the ownership of voting securities, by contract or otherwise. For purposes of the representations in this Section 2, the Company and each of its subsidiaries shall not be considered a subsidiary, controlled affiliate or affiliate of such Selling Shareholder. (i) The operations of such Selling Shareholder and each of its subsidiaries and controlled affiliates are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements and the Anti-Money Laundering Laws. (ii) Neither such Selling Shareholder nor any of its subsidiaries, nor any of their directors or officers nor, to the Company’s knowledge, any employee, agent, affiliate or representative, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any sanctions administered or enforced by the Sanctions, or (B) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria). (iii) For the past five years, such Selling Shareholder and each of its subsidiaries have not engaged in, are not now 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. (j) Such 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. (i) 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, or whose government is, the subject of Sanctions; (ii) to fund or facilitate any money laundering or terrorist financing activities; or (iii) in any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any Person (including any Person participating in the Registration Statementoffering, whether as underwriter, advisor, investor or otherwise). (k) Such Selling Shareholder and its subsidiaries have conducted and will conduct their businesses in compliance with the Anti-Corruption Laws, the Time Anti-Money Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Shareholder or any of Sale Prospectusits subsidiaries with respect to the Anti-Corruption Laws, the Prospectus Anti-Money Laundering Laws or any amendments or supplements theretoSanctions is pending or, to the knowledge of such Selling Shareholder, threatened. Such Selling Shareholder and its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws, Sanctions, and with the representations and warranties contained herein.

Representations and Warranties of the Selling Shareholders. Each The Selling Shareholder Shareholders, severally represents and warrants to not jointly, represent and agrees with each of warrant to, and agree with, the Underwriters Company and the Underwriter that: (a) This Agreement, the Custodian Agreement has (as defined below) and the Power of Attorney have been duly authorized, executed and delivered by or on behalf of such each of the Selling ShareholderShareholders, and assuming due execution and delivery by the other parties hereto and thereto, constitutes the valid and binding agreement of the Selling Shareholders, enforceable against the Selling Shareholders in accordance with the terms hereof and thereof. (b) The execution and delivery by such the Selling Shareholder Shareholders of, and the performance by such the Selling Shareholder Shareholders of its their obligations under, this Agreement, the Custodian Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (with or without the giving of notice or the passage of time or both) (i) result in a breach or violation of any provision of applicable lawthe terms or provisions of, (ii) the certificate or constitute a default under, any indenture, mortgage, deed of incorporation trust, loan agreement, lease or bylaws of such Selling Shareholder (if other agreement or instrument to which such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder a party or (ivii) conflict with or violate any judgmentlaw, order statute, rule or regulation or any order, judgment or decree of any court or governmental body, agency or court body having jurisdiction over such any Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) Such The Selling Shareholder hasShareholders will have, and on as of the Closing Date will have(as hereinafter defined), valid title to, or a valid “security entitlement” within to 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 Firm Shares and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custodian Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Selling Shareholder Firm Shares (including those to be issued upon the exercise of an Option) free and clear of all liens, security interests, pledges, charges, equities and other encumbrances and to perform all obligations under such agreements. (d) Upon delivery of the certificates for the Selling Shareholder Firm Shares properly indorsed to the Underwriter, to the extent such delivery is not made through the facilities of The Depository Trust Company (the “DTC”), and payment of the purchase price therefor pursuant to this Agreement, title to such Selling Shareholder Firm Shares will be passed to the Underwriter, free and clear of all liens, security interests, pledges, charges, equities, and other encumbrances. (e) The Selling Shareholders do not require any consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body in connection with the sale of the Selling Shareholder Firm Shares or the consummation of the transactions contemplated by this Agreement, except for the registration of the Common Shares under the Securities Act, and such as may be required by the NASD (as hereinafter defined) and under state securities or blue sky laws in connection with the offer, sale and distribution of the Common Shares by the Underwriter. (f) The Selling Shareholders have not (i) 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 Common Shares, (ii) distributed, and will not distribute, prior to the completion of the Underwriter’s distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus, Prospectus or the Registration Statement, or (iii) since the filing of the Registration Statement (A) sold, bid for, purchased or paid anyone any compensation for soliciting purchases of, the Common Shares or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than pursuant to this Agreement. (g) Each of the Selling Shareholders severally and not jointly represents and warrants that certificates in negotiable form representing all of the Shares, to the extent such delivery is not made through the facilities of DTC, be sold by such Selling Shareholder or a security entitlement in respect Shareholders hereunder other than any such Shares to be issued upon the exercise of such Shares. (d) The Power of Attorney and Custody Agreement has been duly authorizedOptions, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generallyhave been, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion each of the court before which any proceeding may be brought. (e) Upon payment for Selling Shareholders who is selling Shares upon the exercise of Options represents and warrants that duly completed and executed irrevocable Option exercise notices, in the forms specified by the relevant Option Agreement, with respect to all of the Shares to be sold by such Selling Shareholder pursuant to this AgreementShareholders hereunder have been, delivery of such Shares, placed in custody under a Custodian Agreement (as directed by the Underwriters, to Cede & Co. (“Cede”defined below) 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”)) relating to such Shares). Furthermore, (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 each of the UCC, (B) under Section 8-501 of Selling Shareholders specifically agrees that the UCC, Shares represented by 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 UCCcertificates, to the extent such Shares may be asserted against delivery is not made through the Underwriters with respect to such security entitlement; facilities of DTC, or the irrevocable Option exercise notice, in either case held in custody for purposes of this representation, such Selling Shareholder may assume under the Custodian Agreement, are subject to the interests of the Underwriter hereunder, and that when the arrangements made by such paymentSelling Shareholder for such custody, delivery and crediting the appointment by such Selling Shareholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Each of the Selling Shareholders specifically agrees that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual 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, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual 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, corporation or similar organization should be dissolved, or if any other such event should occur, (x) before the delivery of the Shares hereunder, certificates representing such Shares will have been registered in shall be delivered, to the name extent such delivery is not made through the facilities of Cede or another nominee designated by DTC, in each case by or on the Company’s share registry behalf of such Selling Shareholder in accordance with its certificate the terms and conditions of incorporationthis Agreement and the Custodian Agreement, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within actions taken by the meaning of Section 8Attorneys-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made in-Fact pursuant to the UCCPowers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event. (fh) Such Selling Shareholder is not prompted by any material The information concerning the Company or its subsidiaries which is not set forth in the Time section entitled “Selling Shareholders” was the only written information furnished to the Company by and on behalf of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The the Selling Shareholders expressly for use in connection with the preparation of the Registration Statement, when it became effective, did and is correct and complete in all material respects and does not contain and, as amended or supplemented, if applicable, will not contain include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, . (iii) the Time of Sale Prospectus does not, and, at the time of With respect to each sale Selling Shareholder who is an executive officer of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date Company (as defined in Section 5a “Management Shareholder”), 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 such Management Shareholder has no reason 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) 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 believe that the representations and warranties of the Company contained in Section 1 of this Agreement are not true and correct, is familiar with the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement which has adversely affected or may adversely affect the business of the Company or any of its Subsidiaries, and the sale of those Selling Shareholder Firm Shares (or of any options convertible into Selling Shareholder Firm Shares) that are owned by such Management Shareholder pursuant to the terms of this Agreement is not prompted by any information concerning the Company or its Subsidiaries which is not set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, . Any certificate signed by the Time of Sale Prospectus, the Prospectus Selling Shareholders or any amendments authorized representative of any Selling Shareholder and delivered to the Underwriter or supplements theretoto counsel for the Underwriter shall be deemed a representation and warranty of the Selling Shareholders to the Underwriter as to the matters covered thereby. Any certificate delivered by the Selling Shareholders to their counsel for purposes of enabling such counsel to render an opinion pursuant to Section 9 will also be furnished to the Underwriter and counsel for the Underwriter and shall be deemed to be additional representations and warranties to the Underwriter by the Selling Shareholders as to the matters covered thereby.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit transactions contemplated hereby and by the Time of the Shares to be sold by such Selling Shareholder Sale Prospectus (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational formation documents of such Selling Shareholder (if such Selling Shareholder is another type of entity)Shareholder, (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various U.S. states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 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, (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC and as interpreted under the laws of The Netherlands, to such Shares may be asserted against DTC or its nominee with respect to such security entitlement and (CD) 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, 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 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. (f) Such Selling Shareholder is has not prompted by entered into any material information concerning contractual arrangements relating to the offer, sale, distribution or delivery of the Shares or any other securities of the Company or its subsidiaries which is not set forth other than this Agreement and the arrangements disclosed in the Registration Statement, the Time of Sale Prospectus to sell its Shares pursuant to this Agreementor the Prospectus. (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, 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 (as defined in Section 5)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, (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 (iiiiv) 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 provided that the representations and warranties set forth in this paragraph 2(g2(h) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus Prospectus, each broadly available roadshow or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, and, in the Power case of Attorney and the Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws by-laws (or equivalent organizational documents) of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitythan a natural person), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except except, in the cases case of clause clauses (i), (iii) as and (iv), for any such contraventions that would not, individually or in the aggregate, impair materially interfere with the consummation of the transactions contemplated by this Agreement and, in the case of the Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement or the Power of Attorney or the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney perform its obligations hereunder and, if applicable, thereunder, and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required to be obtained by such Selling Shareholder for the performance by such Selling Shareholder of its obligations under this Agreement or, if applicable, the Custody Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the SharesShares or such as may have previously been obtained or made. (c) 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 (the “UCC”) 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 (in the case of the Selling Shareholders named in Schedule I(b) hereto, other than those created by the Custody Agreement and Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and, if applicable, the Custody Agreement and the Power of Attorney and Custody Agreement 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 In the case of the Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 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 successfully asserted against the Underwriters 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 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. (f) Such Selling Shareholder 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. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain contain, as of the date of such amendment or supplement, 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, andas of the date of this Agreement, 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 (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 (iiiiv) 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, except that the representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Shareholder consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Time of Sale Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (h) Such Selling Shareholder has executed a “lock-up” agreement, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is in full force and effect as of the date hereof and shall be in full force and effect as of the Closing Date.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to to, and agrees with with, each of the Underwriters as of the date hereof and as of the Closing Date that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Such Selling Shareholder ofhas full right, power and the performance by such Selling Shareholder of authority to execute and deliver this Agreement, to perform its obligations under, this Agreement hereunder and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, the Registration Statement and the Prospectus. This Agreement or and the Power of Attorney transactions contemplated by this Agreement, the Registration Statement and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance Prospectus have been duly and validly authorized by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody . This Agreement has been duly authorized, and validly executed and delivered by such Selling Shareholder and is a constitutes the legal, valid and binding agreement obligation of such Selling Shareholder Shareholder, enforceable against such Selling Shareholder in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generallygenerally 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) Such Selling Shareholder has full right, power and authority to execute and deliver a Custody Agreement and Power of Attorney substantially in the form of Exhibits D and E hereto (such Selling Shareholder’s “Custody Agreement” and “Power of Attorney”, respectively), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Custody Agreement and Power of Attorney and the transactions contemplated thereby have been duly and validly authorized by such Selling Shareholder. The Custody Agreement and Power of Attorney have each been duly and validly executed and delivered by such Selling Shareholder and constitute the legal, valid and binding obligation of such Selling Shareholder, enforceable 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). Counterparts of such Selling Shareholder’s Custody Agreement, duly signed by (i) National City Bank, as custodian (in such capacity, the “Custodian”), and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and such Selling Shareholder have been delivered to the discretion Company and the Representatives on or prior to the date of the court before which any proceeding may be broughtthis Agreement. (ec) Upon Such Selling Shareholder agrees that the Shares to be sold by such Selling Shareholder, whether or not on deposit with the Custodian, are subject to the interests of the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement and Power of Attorney, by any act of such Selling Shareholder, by operation of law or by the occurrence of any other event. If such Selling Shareholder should die or become incapacitated, or if any other event should occur affecting the legal status or capacity of such Selling Shareholder before the delivery of the Selling Shareholders’ Shares to be sold by a Selling Shareholder hereunder, the documents evidencing the Selling Shareholders’ Shares, to be sold by such Selling Shareholder then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. (d) Such Selling Shareholder has, and on the Closing Date, will have, good and valid title to and is the lawful owner of the Shares to be sold by such Selling Shareholder hereunder and upon sale and delivery of, and payment for, such Shares as provided herein, such Selling Shareholder will convey to the Underwriters good and marketable title to such Shares, free and clear of all Liens. Certificates for all of the Shares to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of such Sharestransfer or assignment in blank with signatures guaranteed, as directed by have been placed in custody with the Underwriters, Custodian with irrevocable conditional instructions to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of deliver 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, 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 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. (f) Such Selling Shareholder 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. (e) No Consent of, from or with any judicial, regulatory or other legal or governmental agency or body or any third party, foreign or domestic, is required for the execution, delivery and performance by such Selling Shareholder of this Agreement or its Custody Agreement and Power of Attorney, or consummation by the Selling Shareholders of the transactions contemplated herein or therein, except such as have been obtained under the Securities Act and such as may be required under the state securities laws, the blue sky laws of any jurisdiction, the NASD or NASDR in connection with the purchase and distribution of such Selling Shareholder’s Shares by the Underwriters. (f) The execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Shareholder and consummation of any of the other transactions contemplated herein and therein by the Selling Shareholder or the fulfillment of the terms hereof by the Selling Shareholder will not (i) The 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, charge or encumbrance 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 such Selling Shareholder is party or bound, or to which any of the property or assets of such Selling Shareholder is subject, or (ii) if such Selling Shareholder is not a natural person, 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 (iii) result in any violation or breach of any judgment, order, decree statute, rule or regulation applicable to such Selling Shareholder of any court or any public, governmental or regulatory agency or body, administrative agency or arbitrator having jurisdiction over such Selling Shareholder. (g) Such 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, except for such rights as have been waived or which are described in the Prospectus (and which have been complied with). (h) Such Selling Shareholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company or any other Selling Shareholder to the Underwriters pursuant to this Agreement; and such Selling Shareholder does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement and the Prospectus. (i) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between such Selling Shareholder and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering or, to such Selling Shareholder’s knowledge, any other arrangements, agreements, understandings, payments or issuance with respect to the Company or any of its officers, directors, shareholders, partners, employees, Subsidiaries or affiliates that may affect the Underwriters’ compensation as determined by the NASD. (j) At the time of the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when it became effectivethe Prospectus is first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission and at the Closing Date and the Additional Closing Date, if any, the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain and, as amended or supplemented, if applicable, and will not contain any an untrue statement of a material fact or and did not and will not omit to state a any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading, misleading and (ii) in the Time of Sale Prospectus does not, and, at the time of each sale case of the Shares Prospectus or any related Preliminary Prospectus 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. When any related Preliminary Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Shares or any amendment or supplement thereto or pursuant to Rule 424 under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and (iii) any amendments thereof and supplements thereto complied in all material respects with the Prospectus does applicable provisions of the Securities Act and the Rules and Regulations and did not contain and, as amended or supplemented, if applicable, will not contain any an untrue statement of a material fact or and did not omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except . The two preceding sentences apply only to the extent that the representations and warranties set forth any statements in this paragraph 2(g) are limited to statements or omissions from the Registration Statement, the Preliminary Prospectus or the Prospectus are made in reliance upon and in conformity with written information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use therein, it being agreed that the only such information is that which is included under the headings “Selling Shareholders” which relates to such Selling Shareholder. (k) Such Selling Shareholder has reviewed and is familiar with the Registration Statement and the Prospectus and (i) has no knowledge of any material adverse information with regard to the Company or the Subsidiaries which is not disclosed in the Registration StatementStatement and the Prospectus and (ii) is not prompted to sell the Shares to be sold by the Selling Shareholder by any information concerning the Company or any Subsidiary which is not set forth in the Registration Statement and the Prospectus. (l) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or that could be reasonably expected to, cause or result in stabilization or manipulation of the Time price of Sale the Common Stock to facilitate the sale or resale of the Shares. (m) Such Selling Shareholder has not distributed and will not distribute, prior to the later of the Additional Closing Date, if any, and the completion of the Underwriters’ distribution of the Shares, any offering material in connection with the offering and sale of the Shares by the Selling Shareholders other than a Preliminary Prospectus, the Prospectus or any amendments the Registration Statement. (n) The representations and warranties of such Selling Shareholder in its Custody Agreement and Power of Attorney are, and on the Closing Date will be, true and correct. Any certificate signed by or supplements theretoon behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Shareholder to each Underwriter as to the matters covered thereby.

Representations and Warranties of the Selling Shareholders. Each In addition to the representations and warranties set forth above, each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorizedSuch Selling Shareholder is, executed and delivered at the time of delivery of the Offered Shares to be sold by or such Selling Shareholder hereunder on behalf any Closing Date will be, the lawful and beneficial owner of such Offered Shares and has, and at the time of delivery of such Offered Shares or ADSs will have, valid and marketable title to such Offered Shares or ADSs, and upon sale and delivery of, and payment for, such Offered Shares or ADSs, as provided herein, such Selling ShareholderShareholder will convey good and marketable title to such Offered Shares or ADSs, free and clear of any security interests, liens, encumbrances, equities or claims. (b) Such Selling Shareholder has full right, power and capacity to enter into this Agreement and the escrow agreement between Brunswick UBS Russia Limited, as escrow agent (the “External Escrow Agent”), you and each of the Selling Shareholders (the “External Escrow Agreement”) and to perform its obligations hereunder and thereunder, and each of this Agreement and the External Escrow Agreement has been duly executed and delivered by the Selling Shareholder; and in deciding to sell the Offered Shares or ADSs to be sold by him or it hereunder, the Selling Shareholder has relied upon his own judgment and such independent financial and legal advice as he has seen fit to obtain, and has not relied upon any of the Underwriters or their advisers for any such advice. (c) The deposit with the Depositary by such Selling Shareholder of the Offered Shares to be sold by him or it against issuance of ADRs evidencing ADSs, the execution and delivery by such Selling Shareholder of, of this Agreement and the External Escrow Agreement and the performance by such Selling Shareholder of its obligations underhereunder and thereunder, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) do not require any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental agency or body or any court except such as have been obtained and such as may be required under the securities or “blue sky” laws of any jurisdiction in connection with the purchase and distribution by the Underwriters of the Offered Shares or ADSs in the manner contemplated herein and in the Final Prospectus and (ii) will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute, or any rule, regulation or order of any governmental agency or body or any court applicable to such Selling Shareholder, (B) any agreement or instrument to which such Selling Shareholder is required a party or by which such Selling Shareholder is bound or to which any of their respective properties is subject. (d) No stamp or other issuance or transfer taxes or duties and no withholding or other taxes are payable by or on behalf of the Underwriters to the Russian Federation or any political subdivision or taxing authority thereof or therein (except any income, capital gains, withholding or other taxes imposed upon the Underwriters that would not have been imposed but for a connection between the performance Underwriters and the jurisdiction imposing such taxes, other than a connection arising as a result of the transaction contemplated by this Agreement, the Deposit Agreement or the External Escrow Agreement) in connection with (i) the sale and delivery by such Selling Shareholder of its obligations under this Agreement the Offered Shares to be sold by him or it, (ii) the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by deposit with the securities or blue sky laws and regulations Depositary of the various states in connection with the offer and sale of the Shares. (c) 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 Offered Shares to be sold by such Selling Shareholder free against the issuance of ADRs evidencing ADSs or (iii) the sale and clear of all security interests, claims, liens, equities or other encumbrances and delivery by the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect Underwriters of such Shares. (d) The Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium Offered Shares or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and ADSs to the discretion of initial purchasers thereof in the court before which any proceeding may be broughtmanner contemplated in the Final Prospectus. (e) Upon payment for the Shares In order to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by document the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by ’ compliance with the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee reporting and the crediting of such Shares on the books of DTC to securities accounts withholding provisions of the Underwriters (assuming that neither DTC nor any such Underwriter has notice Tax Equity and Fiscal Responsibility Act 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 1982 with respect to such security entitlement; for purposes of this representationthe transactions herein contemplated, such Selling Shareholder may assume that when such paymentwill deliver to you prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8, delivery and crediting occurW-9, (x) such Shares will have been registered or other applicable form or statement specified by Treasury Department regulations 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 UCClieu thereof. (f) Such Selling Shareholder is not prompted by has taken all actions necessary to dispose of the proceeds from the sale of the Offered Shares in accordance with, and has taken no action which could have the effect of disposing of the proceeds from the sale of the Offered Shares in any material information concerning way differing from, the Company or its subsidiaries which is not set forth description of their disposition in the Time Final Prospectus under the sections entitled “Prospectus Summary—The Offering—Escrow of Sale Prospectus to sell its Shares pursuant to this Agreementproceeds and registration of placement report” and “Escrow of Proceeds and Registration of Placement Report.” (ig) The When the Registration StatementStatement becomes effective and at all times subsequent thereto through the latest Closing Date or the termination of the offering of the Offered Shares, when it became effectivethe Registration Statement and Final Prospectus, did not contain andand any supplements or amendments thereto, in each case, as amended or supplemented, if applicable, relate to such Selling Shareholder will not contain any an 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, ; (iih) The sale of such Selling Shareholder’s Offered Shares or ADSs pursuant to this Agreement is not prompted by any information concerning the Time of Sale Prospectus does not, and, at Company which is not set forth in the time Final Prospectus. (i) The execution and delivery by each Selling Shareholder of each sale transaction document to which he is a party, and the consummation 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 transactions contemplated hereby or supplemented thereby 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) the Prospectus does not contain and, as amended or supplemented, if applicablesuch Selling Shareholder, will not contain require the consent of any untrue statement spouse 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(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished pursuant to the Company in writing by such Selling Shareholder expressly for use in applicable laws of any jurisdiction, including, but not limited to, those of the Registration StatementFederal Republic of Germany and of the Russian Federation, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretoexcept as have been obtained.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally represents and not jointly, represents, warrants to and covenants to, and agrees with with, each of the Underwriters that, as of the date hereof and as of the Closing Date and any Additional Closing Date: (a) This Agreement has been duly authorized, executed Such Selling Shareholder is the record and delivered beneficial owner of the Additional Shares to be sold by or on behalf it hereunder free and clear of all Liens. Delivery of the Additional Shares to be sold by such Selling ShareholderShareholder and payment therefor pursuant to this Agreement will pass valid title to such Additional 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. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, as Custodian, relating to the deposit of the Additional Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation incorporation, by-laws or bylaws other organizational instrument or document of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 ofThis Agreement, the Shares Custody Agreement, the Power of Attorney and the “lock-up” agreement attached as Annex I hereto to be sold executed by such Selling Shareholder free each constitute the valid and clear binding agreement of all security interestssuch Selling Shareholder, claimsenforceable in accordance with its terms, liensexcept as the enforcement thereof may be limited by bankruptcy, equities insolvency, reorganization, moratorium or other encumbrances similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the legal right consummation by such Selling Shareholder of the transactions contemplated hereby and powerthereby will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, and or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, (ii) result in any violation, as applicable, of the governing documents of such Selling Shareholder, if any, or (iii) result in the violation of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over such Selling Shareholder or any of their properties or assets. (d) Such Selling Shareholder has all authorization and approval required by law, law to enter into this Agreement and Agreement, the Custody Agreement, the Power of Attorney and Custody Agreement the “lock-up” agreement attached as Annex I hereto 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) Upon payment No consent, approval, authorization or order of or filing with any Israeli or U.S. court or governmental agency or body is required for the Shares to be sold consummation by such Selling Shareholder pursuant to this Agreementof the transactions contemplated hereby, delivery of except such Shares, as directed by may have been obtained under the Underwriters, to Cede & Co. (“Cede”) or Act and such other nominee as may be designated required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Additional Shares by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or Underwriters and 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, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will approvals as 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 UCCobtained. (f) Such Selling Shareholder has not taken, directly or 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 Shares. (g) The sale of Additional Shares by such Selling Shareholder pursuant to this Agreement is not prompted by the knowledge by such Selling Shareholder of any “material information non-public 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 AgreementCompany. (h) Such Selling Shareholder has reviewed the General Disclosure Package and, to the knowledge of such Selling Shareholder, the information regarding such Selling Shareholder (including, without limitation, the Ordinary Share ownership of such Selling Shareholder) in the General Disclosure Package: (i) The Registration Statementis accurate and complete in all material respects, when it became effective, did not contain and, as amended or supplemented, if applicable, will and (ii) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading, (ii) 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 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, misleading in the light of the circumstances under in which they were made. (i) No stamp or other issuance or transfer taxes or duties and no capital gains, not misleadingincome, withholding or other taxes are payable by or on behalf of the Underwriters to the State of Israel or to any political subdivision or taxing authority thereof or therein in connection with the sale and delivery by the Underwriters of the Additional Shares being sold by such Selling Shareholder as contemplated herein. (iiij) Neither the Prospectus does not contain andSelling Shareholder nor any of his immediate family members or affiliates, as amended either directly or supplementedindirectly 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(m) of the By-laws of the NASD), any member firm of the NASD. Any certificate signed by any Selling Shareholder or, if applicable, will not contain any untrue statement authorized officer of a material fact any Selling Shareholder, and delivered to the Underwriters or omit to state a material fact necessary to make counsel for the statements therein, Underwriters in connection with the light offering of the circumstances under which they were made, not misleading, except that the representations Additional Shares shall be deemed a representation and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing warranty by such Selling Shareholder expressly for use in the Registration StatementShareholder, the Time of Sale Prospectusas to matters covered thereby, the Prospectus or any amendments or supplements theretoto each Underwriter.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Agreement and Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s 's attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody Agreement”"POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states or any applicable law, rule or regulation of any foreign jurisdiction in connection with the offer and sale of the Shares. (c) 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 (the "UCC") 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 lawlaw or the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder (if such Selling Shareholder is not a natural person), to enter into this Agreement and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 Underwriters, to Cede & Co. (“Cede”"CEDE") or such other nominee as may be designated by the 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, 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 '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. (f) Such Selling Shareholder 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. (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, misleading and (ii) 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 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, and (iii) 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 ; PROVIDED that the representations and warranties set forth in this paragraph 2(g2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (g) Such Selling Shareholder has not 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 or CME to facilitate the sale or resale of the Shares. (h) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Shareholder will deliver to the Representatives prior to or at the Closing Date a properly completed and executed U.S. Treasury Department Form W-9 (or other applicable form or statement specified by the U.S. Treasury Department regulations in lieu thereof). (i) Except as disclosed by such Selling Shareholder in writing to the Representatives, neither such Selling Shareholder nor any of his, her or 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 1(q) of the By-laws of the National Association of Securities Dealers, Inc. (the "NASD")), any member firm of the NASD.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally severally, and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and American Stock Transfer & Trust Company, LLC, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) incorporation, by-laws or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder that is material to such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for as may have been obtained prior to the time of the execution of this Agreement or such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 (the “UCC”) 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 and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares, except for any claims, liens, equities or other encumbrances arising under the Custody Agreement. (d) The Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 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, 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 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. (f) In the case of Xx. Xxxxxxx Xxxxxx, such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the 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 has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. (g) Such Selling Shareholder 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. (ih) The To the extent that any statements or omissions made in the Registration StatementStatement are made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder for inclusion therein, the Registration Statement did not, 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, 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 an 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 misleading with respect to such information. (iiii) To the extent that any statements or omissions made in the Prospectus does not contain andare made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder for inclusion therein, the Prospectus will not, as amended or supplementedof its date, if applicable, will not contain any an 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 misleading with respect to such information. (j) To the extent that the representations and warranties set forth in this paragraph 2(g) are limited to any statements or omissions made in the Time of Sale Prospectus or a broadly available road show, if any, are made in reliance upon and in conformity with written information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in inclusion therein, neither the Registration StatementTime of Sale Prospectus nor such road show, when considered together with the Time of Sale Prospectus, as of its date, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the Prospectus or any amendments or supplements theretostatements therein, in the light of the circumstances under which they were made, not misleading with respect to such information.

Representations and Warranties of the Selling Shareholders. (a) Each of the Selling Shareholder Shareholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (ai) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (bii) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and the Company, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “"CUSTODY AGREEMENT") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”) by the Registration Statement (the "POWER OF ATTORNEY"), will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation (or bylaws similar charter) or by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (ciii) 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, to 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (div) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ev) Upon payment for Delivery of the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, Agreement will pass title to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in free and clear of any security interests, claims, liens, equities and other encumbrances. (b) Each of the name of Cede or such other nominee Selling Founder Shareholders, severally and the crediting of such Shares on the books of DTC not jointly, represents and warrants to securities accounts and agrees with each 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, 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 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. (f) Such Selling Shareholder 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. that: (i) The 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 Registration Statement and the Prospectus does not, comply 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 (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companysupplemented, if applicable, will not, contain any untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in Securities Act and the light applicable rules and regulations of the circumstances under which they were made, not misleading, Commission thereunder and (iii) 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 representations and warranties set forth in this paragraph 2(g2(b) are limited do not apply to statements or omissions made in reliance the Registration Statement 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. (c) Each of the Selling Management Shareholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that such Selling Management Shareholder has reviewed and is familiar with the Registration Statement and the Prospectus (or, if the Prospectus is not in conformity existence, the most recent preliminary prospectus) and, to the knowledge of such Selling Management Shareholder without independent investigation or verification: (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 and (iii) 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 representations and warranties set forth in this paragraph 2(c) do not apply to statements or omissions in the Registration Statement 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. (d) Each of the Selling Non-Affiliate Shareholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (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 and (iii) 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 representations and warranties set forth in this paragraph 2(d) shall apply only to statements or omissions in the Registration Statement or the Prospectus based upon information relating to such Selling Non-Affiliate Shareholder furnished to the Company in writing by or on behalf of such Selling Non-Affiliate Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretotherein.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter and the Company, solely as to itself, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Custody Agreement and Power of Attorney and (the “Custody Agreement and Power of Attorney”) signed by such Selling Shareholder and the Custodian and Attorneys-in-Fact referenced therein, relating to the deposit of the Shares to be sold by such Selling Shareholder and appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) Registration Statement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (i.e., the certificate of incorporation and by-laws if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement and Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the SharesShares and such as may have previously been made or obtained. (c) Such Selling Shareholder hashas on the date hereof, and on the Closing Date such 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 (the “UCC”) 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 Custody Agreement 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 Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of transfer of such Shares in the stock registry of the Company in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such the 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 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 successfully asserted against the Underwriters Underwriter with respect to such security entitlementshares; 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 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 Underwriter on the records of DTC will have been made pursuant to the UCC. (f) Such The sale of Shares by such Selling Shareholder pursuant hereto is not prompted by any material non-public historical 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 Agreementsubsidiaries. (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, 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 (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, (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 (iiiv) 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, except that (1) the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with written information relating to such Selling Shareholder furnished provided to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale ProspectusProspectus or the Prospectus and (2) the representations and warranties set forth in this paragraph 2(g) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to the Underwriter furnished to the Company in writing by the Underwriter through you expressly for use therein. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any amendments action which is designed to or supplements theretowhich 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 its Shares. \ (i) Except as disclosed by such Selling Shareholder in writing to Mxxxxx Sxxxxxx, neither such Selling Shareholder nor any of his, her or 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 1(q) of the Bylaws of the National Association of Securities Dealers, Inc. (the “NASD”)), any member firm of the NASD.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally (except as otherwise indicated) represents and warrants to warrants, for such Selling Shareholder only and not for any other Selling Shareholder, to, and agrees with with, each of the Underwriters thatas of the date hereof, and as of the Closing Date and the Option Closing Date, if any, as follows: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Such Selling Shareholder ofhas full right, power and the performance by such Selling Shareholder of its obligations underauthority to enter into this Agreement, this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement signed by (the "Custody Agreement") hereinafter referred to and at the date hereof such Selling Shareholder appointing certain individuals as has, and at the time of delivery of the Selling Shareholder Shares to the Underwriters hereunder such Selling Shareholder’s attorneys-in-fact Shareholder will have, full right, power and authority to sell and deliver the extent set forth therein and relating to the deposit of the Selling Shareholder Shares to be sold by such Selling Shareholder (to the “Power of Attorney Underwriters, and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) at the certificate of incorporation or bylaws of date hereof such Selling Shareholder (if is, and at the time of delivery of Selling Shareholders Shares to the Underwriters such Selling Shareholder is an entity) or other organizational documents will be, the lawful owner of and has, and will have, marketable title to such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree shares free and clear of any governmental bodyclaims, agency liens, encumbrances or court having jurisdiction over such Selling Shareholdersecurity interests. (b) The performance of this Agreement, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and the Custody Agreement. No consent, approvaland the consummation of the transactions herein and therein contemplated, authorization will not conflict with or order result in a breach of, or filing or qualification withdefault under, any governmental body agreement, indenture or agency is required for the performance by other instrument to which such Selling Shareholder of its obligations under this Agreement is a party or by which such Selling Shareholder is bound, or any law, rule, administrative regulation or court decree. This Agreement, the Power of Attorney and the Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has have been duly validly authorized, executed and delivered by such Selling Shareholder and is a each constitutes the valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ec) Upon payment for When the Shares to be sold by such Selling Shareholder pursuant to this AgreementRegistration Statement becomes effective, 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 UCCat all times subsequent thereto, the Underwriters will acquire a valid security entitlement in respect of such Shares Registration Statement and (C) no action based on Prospectus and 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, such Selling Shareholder may assume that when such payment, delivery amendments thereof 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. (f) Such Selling Shareholder 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, supplements thereto will not contain any untrue statement of a material fact regarding such Selling Shareholder or omit to state a material fact regarding such Selling Shareholder required to be stated therein or necessary in order to make the statements therein not misleading, (ii) 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 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to regarding such Selling Shareholder furnished not misleading. (d) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the Company stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Common Stock. (e) Certificates in writing negotiable form representing all of the Selling Shareholder Shares to be sold by such Selling Shareholder expressly for use have been placed in custody under a Custody Agreement, in the Registration Statementform heretofore furnished to you, duly executed and delivered by such Selling Shareholder to the Time Company, as custodian (the "Custodian"), and such Selling Shareholder has duly executed and delivered a Power of Sale ProspectusAttorney, in the Prospectus or any amendments or supplements thereto.form heretofore furnished to you,

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder severally Shareholders represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and ChaseMellon Shareholder Services, L.L.C., as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian relating to the deposit of the Shares to be sold by such Selling Shareholder (the “"Custody Agreement") and the Power of Attorney signed by such Selling Shareholder, appointing Xxxxxxx X. Xxxxxx as such Selling Shareholder's attorney-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”by the Registration Statement (the "Power of Attorney") will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder that is material to such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the SharesShares and except such consent, approval, authorization, order or qualification which if not obtained would not impair the performance by such Selling Shareholder of its obligations under this Agreement. (c) Such Selling Shareholder hashas or has the right to acquire, 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, to 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) Upon payment for the Shares to be sold by such each Selling Shareholder pursuant to this Agreementas provided herein, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“"Cede”") or such other nominee as may be designated by the 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 accounts" (as defined in Section 8-501 of the Uniform Commercial Code ("UCC")) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of as such phrase is defined in 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 " (as defined in 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, 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 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. (f) Such Selling Shareholder 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. (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, 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, and (iii) 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 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(g) are limited 2 only apply to statements or omissions made in reliance the Registration Statement or the Prospectus based upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder through you expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretotherein.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power share transfer agreements, each to be dated the applicable Closing Date, pursuant to which the Shares to be sold by such Selling Shareholder will be transferred by such Selling Shareholder to the Underwriters in accordance with this Agreement (the “Share Transfer Agreements”) and (other than in the case of Attorney and Sensata Investment Company S.C.A.) the Custody Agreement and Agreement to Sell signed by such Selling Shareholder and Sensata Technologies, Inc., as Custodian, relating to the Shares to be sold by such Selling Shareholder (the “Custody Agreement”), the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) and the private deeds of issuance, each to be dated the applicable Closing Date, pursuant to which the Shares to be sold by such Selling Shareholder will be issued to such Selling Shareholder in connection with the exercise by such Selling Shareholder of outstanding stock options (the “Power Deeds of Attorney and Custody AgreementIssuance”) will not contravene (i) any provision of applicable law, (ii) or the articles of organization, articles of association, certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) incorporation, by-laws or other organizational constituent documents of such Selling Shareholder (if such Selling Shareholder is another type of a corporation, Luxembourg société en commandite par actions or other business entity), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Share Transfer Agreements, Custody Agreement, Power of Attorney and Custody Agreement or Deeds of Issuance of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 Custody Agreement Attorney, as applicable, 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 and Custody Agreement has Attorney, to the extent such Selling Shareholder is a party thereto, have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against Shareholder. The Share Transfer Agreements and the Deeds of Issuance, to the extent such Selling Shareholder in accordance with its termswill be a party thereto, except (i) as limited of each Closing Date, will have been duly authorized, executed and delivered by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, such Selling Shareholder and (ii) that the remedy will be valid and binding agreements of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtsuch 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 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, 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 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. (f) Such Selling Shareholder 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. (g) (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, 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 (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, (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 (iiiv) 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 representations and warranties set forth in this paragraph 2(g) are limited made only as to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly specifically for use in the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements theretosuch other documents.

Representations and Warranties of the Selling Shareholders. (a) Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters Selling Shareholders severally represent and warrant to, and agree with, each Underwriter that: (ai) This Agreement Such Selling Shareholder has been duly authorized, executed and delivered by or a Custody Agreement (the "Custody Agreement"), in the form heretofore delivered to the Representatives, with Continental Stock Transfer & Trust Company as custodian (the "Custodian"). Such Selling Shareholder has duly executed and delivered a power of attorney as provided for in the Custody Agreement and in the form heretofore delivered to the Representatives, (the "Power of Attorney") appointing Mark Cocchiola and Steven Venechanos as such Selling Shareholder's attxxxxxx-xx- xxxt (thx "Xxxxxxxxx-xx-Xact"). The Attorneys-in-Fact are authorized to execute, deliver and perform this Agreement on behalf of such Selling Shareholder, including, without limitation, the authority to determine the purchase price to be paid to each Selling Shareholder by the Underwriters as set forth in Section 3 of this Agreement. Certificates in negotiable form representing the Offered Shares to be sold by each Selling Shareholder hereunder shall be, following exercise of the warrant pursuant to which such Offered Shares are issued, deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. Such Selling Shareholder agrees that the Offered Shares represented by the certificates to be on deposit with the Custodian pursuant to the Custody Agreement are held for the purpose of delivery pursuant to this Agreement. Such Selling Shareholder agrees that the Offered Shares represented by the certificates to be deposited with the Custodian are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody and the appointment of the Attorneys-in-Fact are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement, by any act of such Selling Shareholder, by operation of law or otherwise, whether by the dissolution, reorganization, death, incapacity or other such event should occur before the delivery of the Offered Shares to be sold by the affected Selling Shareholder hereunder, the certificates for such Offered Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement, as if such dissolution, reorganization, death, incapacity, or other event had not occurred, regardless of whether or not the Custodian or Attorneys-in-Fact shall have received notice thereof. (bii) The execution and delivery by such Such Selling Shareholder ofhas all requisite right, power and authority to enter into this Agreement, the performance by such Selling Shareholder of its obligations under, this Custody Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact has, or, in the case of shares of Common Stock to be issued upon exercise of Common Stock options, will have, all requisite right, power and authority to sell, transfer and deliver the extent set forth therein and relating to the deposit of the Offered Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) Such Selling Shareholder hashereunder, 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 ofthis Agreement, 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 Custody Agreement and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a constitute the legal, valid and binding agreement obligations of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its their respective terms, except (i) as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ ' rights generallygenerally or by general principles of equity and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) and except, as to this Agreement, as rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy. (iii) The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby and by the Prospectus, the Custody Agreement and the Power of Attorney do not and shall not, with or without the giving of notice or lapse of time or both, (i) 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 or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or any of the Offered Shares to be sold by such Selling Shareholder is bound, except for any such conflict, breach or violation which could not interfere with such Selling Shareholders performance under this Agreement and which would not result in any lien, charge, security interest or encumbrance on any of the Offered Shares to be sold by such Selling Shareholder, (ii) that the remedy any organizational document relating to such Selling Shareholder (including without limitation, any partnership agreement, articles of specific performance and injunctive and incorporation, bylaws or other forms governing instruments) or (iii) violate any existing, applicable law, rule, regulation, judgment, order or decree of equitable relief may be subject to equitable defenses and to the discretion any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over such Selling Shareholder or any of the court before Offered Shares to be sold by such Selling Shareholder, except for any such conflict or violation which could not interfere with such Selling Shareholders performance under this Agreement and which would not result in any proceeding may lien, charge, security interest or encumbrance of any of the Offered Shares to be broughtsold by such Selling Shareholder. (eiv) Upon payment All authorizations, approvals and consents necessary for the valid execution and delivery by such Selling Shareholder of the Custody Agreement and the Power of Attorney, the execution and delivery by or on behalf of such Selling Shareholder of this Agreement, and the sale and delivery of the shares to be sold by such Selling Shareholder hereunder (other than, at the time of the execution thereof, the issuance of the order of the Commission declaring the Registration Statement effective and such authorizations, approvals or consents as may be necessary under the state securities or Blue Sky laws and the bylaws, rules and pronouncements of the NASD), have been obtained and are in full force and effect. (v) On the Closing Date and any Option Closing Date, such Selling Shareholder will be the lawful owner of the Offered Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by . On 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 Closing Date 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 representationOption Closing Date, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered good and marketable title to such Offered Shares, free and clear of all liens, encumbrances, security interests or other restrictions (other than those created under the Custody Agreement). (vi) On the Closing Date and any Option Closing Date, such Selling Shareholder will have full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver such Offered Shares in the name manner provided in this Agreement, the Power of Cede or another nominee designated by DTCAttorney and the Custody Agreement, in each case on the Company’s share registry in accordance with its certificate and upon delivery of incorporationand payment for such Offered Shares hereunder, 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 will acquire good and marketable title to such Offered Shares free and clear of any lien, claim, security interest or other encumbrance, except any that may be created by the records of DTC will have been made pursuant to the UCCUnderwriters' own action. (fvii) Such Selling Shareholder is not prompted to sell the Offered Shares to be sold by such Selling Shareholder hereunder by any material information concerning the Company or its subsidiaries which the Subsidiaries that is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this AgreementProspectus. (iviii) The To the knowledge of such Selling Shareholder, such parts of the Registration Statement, when it became effective, did Statement and the Prospectus under the caption "Principal and Selling Shareholders" which specifically relate to such Selling Shareholder do not contain and, as amended or supplemented, if applicable, will not contain any an 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 light of the circumstances under which they were made not misleading, (ii) misleading and such part of the Time of Sale Preliminary 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 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 include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ix) Such Selling Shareholder is not a party to any arrangements or undertakings, whether oral or written, nor has such Selling Shareholder made any payments for commissions, finder's fees or similar payments in connection with the transaction contemplated by this Agreement. (x) Such Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, a Preliminary Prospectus, the Prospectus and other material, if any, permitted by the Act and the Regulations. Neither such Selling Shareholder nor any affiliate of such Selling Shareholder has taken or shall take any action designed, or that might be reasonably expected, to cause or result in stabilization or manipulation of the price of the Offered Shares. (b) Each of Mark Cocchiola and Steven Venechanos (each a "Management Selling Sharexxxxxx" xxx xxllectxxxxx, xxx "Xxxxxement Selling Shareholders") severally represent and warrant to, and agree with each Underwriter that, to the knowledge of each Management Selling Shareholder, each of the Registration Statement and Prospectus does not contain an 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 misleadingmisleading and to the knowledge of such Management Selling Shareholder, and (iii) the Preliminary Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder severally Shareholders represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and the Company, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “"Custody Agreement") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”) by the Registration Statement (the "Power of Attorney"), will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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, to 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Shares to be sold by such Selling Shareholder pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ef) Upon payment for Delivery of the Shares to be sold by such 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 Agreement 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, pass title to such Shares may be asserted against the Underwriters with respect to such free and clear of any security entitlement; for purposes of this representationinterests, such Selling Shareholder may assume that when such paymentclaims, delivery liens, equities 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. (f) Such Selling Shareholder 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 Agreementother encumbrances. (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 Registration Statement and the Prospectus does not, comply 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 (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companysupplemented, if applicable, will not, contain any untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in Securities Act and the light applicable rules and regulations of the circumstances under which they were made, not misleading, Commission thereunder and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited do not apply to statements or omissions made in reliance the Registration Statement or the Prospectus based upon and in conformity with information relating to such Selling Shareholder any Underwriter furnished to the Company in writing by such Selling Shareholder Underwriter through you expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretotherein.

Representations and Warranties of the Selling Shareholders. (a) Each of the Selling Shareholder Shareholders, severally and not jointly, represents and warrants to and agrees with each Underwriter as of the Underwriters thatdate hereof, and as of the Firm Shares Closing Date, as follows: (ai) Such Selling Shareholder has caused certificates for the number of Shares to be sold by such Selling Shareholder hereunder to be delivered to American Stock Transfer & Trust Company (the "Custodian"), endorsed in blank or with blank stock powers duly executed, with a signature appropriately guaranteed, such certificates to be held in custody by the Custodian for delivery, pursuant to the provisions of this Agreement and an agreement dated ____________ among the Custodian and the Selling Shareholders substantially in the form attached hereto as Exhibit B (the "Custody Agreement"). (ii) This Agreement has and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Shareholder and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of such Selling Shareholder, enforceable against such Selling Shareholder in accordance with its terms. (biii) The execution and delivery by such Selling Shareholder of, of this Agreement and the performance by such Selling Shareholder of its obligations underunder this Agreement, this Agreement including the sale and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit delivery of the Shares to be sold by such Selling Shareholder and the consummation of the transactions contemplated herein and compliance by such Selling Shareholder with its obligations hereunder, do not and will not, whether with our without the giving of notice or the passage of time or both, (the “Power of Attorney and Custody Agreement”A) will not violate or contravene (i) any provision of the charter or bylaws or other organizational instrument of such Selling Shareholder, if applicable, or any applicable law, (ii) the certificate of incorporation statute, regulation, or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) filing or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except (B) conflict with or constitute a breach of, or default under, or result in the cases creation or imposition of clause (iii) as would notany tax, individually lien, charge or in encumbrance upon the aggregate, impair the ability shares to be sold by such Selling Shareholder or any property or assets of such Selling Shareholder pursuant to consummate the transactions contemplated terms of any agreement or instrument to which such Selling Shareholder is a party or by this Agreement which such Selling Shareholder may be bound or to which any of the Power property or assets of Attorney and Custody Agreement. No such Selling Shareholder is subject or (C) require any consent, approval, authorization or order of, of or registration or filing with any court or qualification with, any governmental agency or body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholderhaving jurisdiction over it, except for such consents, approvals, authorizations, orders or qualifications as may be required under the Securities Act or by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the SharesShares which have been or will be effected in accordance with this Agreement. (civ) Such Selling Shareholder hasis, and on the Firm Shares Closing Date will havebe, valid title tothe record owner of, or has a valid “security entitlement” entitlement (within the meaning of Section 8-501 105 of the New York Uniform Commercial Code Code) in respect of, the Shares to be sold by such Selling Shareholder free and clear of all any lien, claim, security interests, claims, liens, equities interest or other encumbrances encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and the legal right and powerProspectus. (v) Such Selling Shareholder has, and all authorization on the Firm Shares Closing Date will have, full legal right, power and authority, and any approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Sharesthe manner provided by this Agreement. (d) The Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (evi) Upon delivery of and payment for the Shares to be sold by such 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 each Underwriter has no notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)Code) to such Shares), (A) DTC shall be a “protected purchaser” of the several Underwriters will receive valid and unencumbered title to such Shares within free and clear of any lien, claim, mortgage, pledge, security interest or other encumbrance, and, under the meaning of Section 8-303 of the UCCNew York Uniform Commercial Code, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no an action based on any “an adverse claim”, within the meaning of Section 8-102 of the UCC, claim to such Shares title to such Shares, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against the Underwriters with respect several Underwriters. (vii) All information relating to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when furnished in writing by such payment, delivery and crediting occur, (x) such Shares will have been registered Selling Shareholder expressly for use in the name of Cede or another nominee designated by DTCRegistration Statement and Prospectus is true, in each case on the Company’s share registry in accordance with its certificate of incorporationcorrect, bylaws and applicable lawcomplete, (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) Such Selling Shareholder 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein such information not misleading. (viii) Such Selling Shareholder has not taken and will 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 price of any security of the Company to facilitate the sale or resale of the Shares. (ix) The representations and warranties of such Selling Shareholder in the Custody Agreement are true and correct. (b) The Additional Selling Shareholder (as defined in section 4(k) below) also represents and warrants to each Underwriter as of the date hereof, and as of the Firm Shares Closing Date, as follows: (i) Such Additional Selling Shareholder has granted an irrevocable power of attorney substantially in the form attached hereto as Exhibit C (the "Power of Attorney") to the persons named therein, on behalf of such Additional Selling Shareholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the transactions contemplated hereby and to deliver the Shares to be sold by such Additional Selling Shareholder pursuant hereto. (ii) the Time Such Power of Sale Prospectus does notAttorney has been duly authorized, executed and delivered by or on behalf of such Additional Selling Shareholder and, at assuming due authorization, execution and delivery by the time other parties thereto, constitutes the valid and legally binding agreement of each sale such Additional Selling Shareholder, enforceable against such Additional Selling Shareholder in accordance with its terms. Any certificate signed by an officer of any Selling Shareholder and delivered to the Shares Underwriters or counsel for the Underwriters 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, Shares shall be deemed a representation and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing warranty by such Selling Shareholder expressly for use in the Registration StatementShareholder, the Time of Sale Prospectusas to matters covered thereby, the Prospectus or any amendments or supplements theretoto each Underwriter.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company, solely as to itself, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Custody Agreement and Power of Attorney and Custody Agreement (the "CUSTODY AGREEMENT AND POWER OF ATTORNEY") signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneysand the Custodian and Attorneys-in-fact to the extent set forth therein and Fact referenced therein, relating to the deposit of the Shares to be sold by such Selling Shareholder (and appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the “Power of Attorney extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”) by the Registration Statement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (i.e., the certificate of incorporation and by-laws if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement and Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the SharesShares and such as may have previously been made or obtained. (c) Such Selling Shareholder hashas on the date hereof (other than (i) a Warrantholder with respect to Warrant Shares and (ii) Neon Capital Limited ("NEON") with respect to its Shares, for which a security interest has been granted in favor of HSBC Trustee (C.I.) Limited ("HSBC TRUSTEE") pursuant to a Trust Instrument dated 19 December 2003 between inter alia Neon and HSBC Trustee, which security interest will be released prior to payment to the Custodian with respect to the Shares to be sold by Neon pursuant to this Agreement), and on the Closing Date such Selling Shareholder (including (i) a Warrantholder and (ii) Neon) 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 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. In the case of a Warrantholder, such Selling Shareholder has valid title to the Warrants to be exercised for Warrant Shares free and clear of all security interests, claims, liens, equities or other encumbrances except those that may be imposed by the United States federal or state securities laws. (d) The Custody Agreement and Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 Underwriters, to Cede & Co. (“Cede”"CEDE") or such other nominee as may be designated by the Depository Trust Company (“"DTC”"), registration of transfer of such Shares in the stock registry of the Company 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 successfully asserted against the Underwriters with respect to such security entitlementshares; 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 '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. (f) Such The sale of Shares by such Selling Shareholder pursuant hereto is not prompted by any material non-public historical 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 Agreementsubsidiaries. (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 Registration Statement and the Prospectus does not, comply 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 (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companysupplemented, if applicable, will not, contain any untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in Securities Act and the light applicable rules and regulations of the circumstances under which they were made, not misleading, Commission thereunder and (iii) 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, except that that (1) the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with written information relating to such Selling Shareholder furnished provided to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectusany preliminary prospectus, the Prospectus or any amendments or supplements theretothereto and (2) the representations and warranties set forth in this paragraph 2(g) do not apply to statements or omissions in the Registration Statement 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. (h) Such Selling Shareholder has not 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 its Shares. (i) Except as disclosed by such Selling Shareholder in writing to Xxxxxx Xxxxxxx, neither such Selling Shareholder nor any of his, her or 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 1(q) of the Bylaws of the National Association of Securities Dealers, Inc. (the "NASD")), any member firm of the NASD.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally (except as otherwise indicated) represents and warrants to warrants, for such Selling Shareholder only and not for any other Selling Shareholder, to, and agrees with with, each of the Underwriters thatas of the date hereof, and as of the Closing Date and the Option Closing Date, if any, as follows: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Such Selling Shareholder ofhas full right, power and the performance by such Selling Shareholder of its obligations under, authority to enter into this Agreement and the Power of Attorney (the "Power of Attorney") and the Custody Agreement signed by (the "Custody Agreement") hereinafter referred to and at the date hereof such Selling Shareholder appointing certain individuals as has, and at the time of delivery of the Selling Shareholder Shares to the Underwriters hereunder such Selling Shareholder’s attorneys-in-fact Shareholder will have, full right, power and authority to sell and deliver the extent set forth therein and relating to the deposit of the Selling Shareholder Shares to be sold by such Selling Shareholder (to the “Power of Attorney Underwriters, and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) at the certificate of incorporation or bylaws of date hereof such Selling Shareholder (if is, and at the time of delivery of Selling Shareholders Shares to the Underwriters such Selling Shareholder is an entity) or other organizational documents will be, the lawful owner of and has, and will have, marketable title to such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree shares free and clear of any governmental bodyclaims, agency liens, encumbrances or court having jurisdiction over such Selling Shareholdersecurity interests. (b) The performance of this Agreement, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and the Custody Agreement. No consent, approvaland the consummation of the transactions herein and therein contemplated, authorization will not conflict with or order result in a breach of, or filing or qualification withdefault under, any governmental body agreement, indenture or agency is required for the performance by other instrument to which such Selling Shareholder of its obligations under this Agreement is a party or by which such Selling Shareholder is bound, or any law, rule, administrative regulation or court decree. This Agreement, the Power of Attorney and the Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has have been duly validly authorized, executed and delivered by such Selling Shareholder and is a each constitutes the valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ec) Upon payment for When the Shares to be sold by such Selling Shareholder pursuant to this AgreementRegistration Statement becomes effective, 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 UCCat all times subsequent thereto, the Underwriters will acquire a valid security entitlement in respect of such Shares Registration Statement and (C) no action based on Prospectus and 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, such Selling Shareholder may assume that when such payment, delivery amendments thereof 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. (f) Such Selling Shareholder 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, supplements thereto will not contain any untrue statement of a material fact regarding such Selling Shareholder or omit to state a material fact regarding such Selling Shareholder required to be stated therein or necessary in order to make the statements therein regarding such Selling Shareholder not misleading. (d) Such Selling Shareholder has not taken and will not take, (ii) directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the Time of Sale Prospectus does not, and, at the time of each sale stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Common Stock. (e) Certificates in negotiable form representing all of the Selling Shareholder Shares to be sold by such Selling Shareholder have been placed in custody under a Custody Agreement, in the form heretofore furnished to you, duly executed and delivered by such Selling Shareholder to the Company, as custodian (the "Custodian"), and such Selling Shareholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you, appointing, each of Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx as such Selling Shareholder's attorney-in-fact (together, the "Attorneys-in-Fact") with authority to execute and deliver this Agreement on behalf of such Selling Shareholders, to authorize the delivery of the Selling Shareholder Shares to be sold by such Selling Shareholders hereunder and otherwise to act on behalf of such Selling Shareholder in connection with the offering when transactions contemplated by this Agreement and the Prospectus is not yet available to prospective purchasers and at the Closing Date Custody Agreement. (as defined f) The Selling Shareholder Shares held 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to custody for such Selling Shareholder furnished under the Custody Agreement are subject to the Company in writing interests of the Underwriters hereunder, and the arrangements made by such Selling Shareholder expressly for use such custody, as well as the appointment by such Selling Shareholder of the Attorney-in-Fact, are, to that extent, irrevocable. Each Selling Shareholder specifically agrees that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Shareholder or by the occurrence of any other event. If any individual Selling Shareholder should die or become incapacitated, or if any other such event should occur, before the delivery of the Stock hereunder, certificates representing the Selling Shareholder Shares shall be delivered by or on behalf of such Selling Shareholder in accordance with the Registration Statementterms and conditions of this Agreement and of the Custody Agreement, and the Time actions taken by the Attorney-in-Fact pursuant to the Power of Sale ProspectusAttorney shall be as valid as if such death, incapacity or other event had not occurred, whether or not the Prospectus Custodian or any amendments the Attorney-in-Fact shall have received notice of such death, incapacity or supplements theretoother event.

Representations and Warranties of the Selling Shareholders. Each ---------------------------------------------------------- Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in either the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations lawful owner of the various states in connection with the offer and sale number of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this AgreementAgreement or is the lawful owner of securities convertible into or exercisable for at least the number of Shares to be sold by such Selling Shareholder, will be the lawful owner of the number of Shares to be sold by such Selling Shareholder pursuant to this Agreement at the time of purchase and will have valid and marketable title to such Shares at the time of purchase; upon delivery of and payment for such Shares the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (b) Such Selling Shareholder has and at the time of delivery of such SharesShares (whether the time of purchase or additional time of purchase, as directed the case may be) will have, full legal right, power and capacity, and any approval required by law (other than those imposed by the UnderwritersAct, the NYSE and the securities or blue sky laws of certain jurisdictions), to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”)sell, registration of assign, transfer and deliver such Shares in the name of Cede or such other nominee manner provided in this Agreement; (c) This Agreement and the crediting of such Shares on Custody Agreement and Power-of- Attorney among the books of DTC to securities accounts Company, as custodian and the Selling Shareholders and the Representatives 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 Selling Shareholders (the “UCC”)"Custody Agreement") to such Shares), (A) DTC shall be a “protected purchaser” have been duly executed and delivered by or on behalf 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, such Selling Shareholder may assume that when and each is a legal, valid and binding agreement of 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 Selling Shareholder enforceable in accordance with its certificate of incorporationterms, 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 subject to the accounts bankruptcy, insolvency, reorganization, moratorium and similar laws of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder 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. (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, 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information general applicability relating to such Selling Shareholder furnished or affecting creditors rights and to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.general equitable principles;

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, and, to the Power of Attorney and extent a party thereto, the Custody Agreement signed by such Selling Shareholder, the Company and Computershare Inc., as Custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable lawthe charter or by-laws, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) partnership agreement, trust agreement or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of a corporation, trust or other business entity), (iiiii) any agreement or other instrument binding upon such Selling Shareholder or (iviii) any applicable law or judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except except, in the cases case of clause clauses (ii) and (iii) above, as would not, individually not singly or in the aggregate, impair the ability of be reasonably expected to have a material adverse effect on such Selling Shareholder Shareholder’s ability to consummate the transactions contemplated by this Agreement, or to the extent the Selling Shareholder is a party thereto, the Custody Agreement or the Power of Attorney (a “Selling Shareholder Material Adverse Effect”); and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or, to the extent a party thereto, the Custody Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for (i) such consents, approvals, authorizations, orders or qualifications as may be required by the United States federal and state securities or blue sky laws, Blue Sky laws and regulations of the various states of the United States or securities laws of other applicable jurisdictions in connection with the offer and sale of the Shares, (ii) where the failure to obtain such consents, approvals or authorizations would not have a Selling Shareholder Material Adverse Effect and (iii) those which have been obtained or made. (ci) Such Institutional Selling Shareholder hasis as of the date hereof, and will be on the Closing Date, the registered owner of, or has as of the date hereof, and will have on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of as defined in Section 8-501 102 of the New York Uniform Commercial Code in respect of, of the Shares to be sold by such Institutional Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, except as described in the Time of Sale Prospectus, and has on the date hereof the legal right and power, and all authorization and approval required by law, to enter into this Agreement and, to the extent that such Institutional Selling Shareholder is a party thereto, the Custody Agreement and the Power of Attorney and Custody Agreement Attorney, and to sell, transfer and deliver the Shares to be sold by such Institutional Selling Shareholder or a security entitlement in respect of such Shares; and (ii) such Management Selling Shareholder on the Closing Date will be the registered owner of, or will have “security entitlement” as defined in Section 8-102 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Management Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances, except as described in the Time of Sale Prospectus, and has on the date hereof 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 will have on the Closing Date the legal right and power, and all authorization and approval required by law to sell, transfer and deliver the Shares to be sold by such Management Selling Shareholder or a security entitlement in respect of such Shares. (d) The To the extent a party thereto, the Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its termsShareholder, except (i) as limited by subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws of general applicability, relating to or affecting creditors’ creditor rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding may be broughtequity. (e) Upon payment by the Underwriters for the Shares to be sold by such 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 in the Company’s register of members 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 (CB) 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, 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, DTC in each case on the Company’s share registry register of members in accordance with its certificate memorandum of incorporationassociation, bylaws bye-laws 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. (f) Such Selling Shareholder 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. (i) The Registration Statement, when it became effective, did not contain andand at the Closing Date, 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, 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 (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 (iiiiv) the Prospectus does not contain andand at the Closing Date, 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 ; provided that the representations and warranties set forth in this paragraph 2(g) made by each Selling Shareholder are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that such information consists only of such Selling Shareholder’s name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in the “Principal and Selling Shareholders” section of the Time of Sale Prospectus and the Prospectus) as set forth in the Registration Statement, the Time of Sale Prospectus, each broadly available road show and the Prospectus.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such the Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and Computershare Investor Services, L.L.C., as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “"CUSTODY AGREEMENT") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”by the Registration Statement (the "POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational constituent documents of such Selling Shareholder (if such Selling Shareholder is another type of entity)Shareholder, (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 (subject to the beneficial interests of the plan beneficiaries) 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such the Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (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 Underwriters, to Cede & Co. (“Cede”"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, 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 '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. (f) Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement and Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Prospectus that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. Such Selling Shareholder 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. (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 Registration Statement and the Prospectus does notcomply, 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 (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companysupplemented, if applicable, will not, contain any untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in Securities Act and the light applicable rules and regulations of the circumstances under which they were made, not misleading, Commission thereunder and (iii) 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 ; provided that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (h) The statements in the Prospectus under the captions "Summary - Selling Shareholders" and "Selling Shareholders" insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters U.S. Underwriter that: (a) Such Selling Shareholder now has, and on the Closing Date and any Option Closing Date, if applicable, will have, valid and marketable title to the Shares to be sold by such Selling Shareholder on such date, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Prospectuses. (b) Such Selling Shareholder now has, and on the Closing Date and any Option Closing Date, if applicable, will have, full legal right, power and authorization, and any approval required by law (other than any approval under federal or state securities or foreign laws), to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement and the International Underwriting Agreement, and upon delivery of and payment for such Shares hereunder, the several U.S. Underwriters will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement, the International Underwriting Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a are the valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its their terms, except that (i) as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding the proceedings may be broughtbrought and (iii) rights to indemnity and contribution hereunder or thereunder may be limited by federal or state securities laws or the public policy underlying such laws. (d) Neither the sale of the Shares, the execution, delivery or performance of this Agreement, the International Underwriting Agreement or the Custody Agreement by or on behalf of such Selling Shareholder nor the consummation by or on behalf of such Selling Shareholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except as may be required for the registration of the Shares under the Act and the Exchange Act and such as may be required under state securities or foreign laws), or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is or may be bound (except any such agreements or other instruments which will either be terminated or released upon the Closing hereunder), or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to such Selling Shareholder, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Shareholder pursuant to the terms of any agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder may be bound or to which any of the property or assets of such Selling Shareholder is subject. (e) Upon payment for the Shares The information pertaining to be sold by such Selling Shareholder pursuant provided 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 Company for inclusion under the Depository Trust Company (“DTC”), registration of such Shares caption "Principal and Selling Shareholders" in the name of Cede or such other nominee Prospectuses, does not 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, 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 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. (f) Such Selling Shareholder 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. (f) The representations and warranties of such Selling Shareholder in the Custody Agreement are, and on the Closing Date and any Option Closing Date, if applicable, will be, true and correct. (g) Such Selling Shareholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares, except for the lock-up arrangements referred to in the Prospectuses. (h) Such Selling Shareholder has not distributed and, prior to the later to occur of (i) the Closing Date or the Option Closing Date, if applicable, and (ii) the Time of Sale Prospectus does not, and, at the time of each sale completion of the Shares distribution of the Shares, will not distribute any offering material 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 sale of the circumstances under which they were made, not misleading, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretoShares.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders, severally and not jointly, represents and warrants to each Underwriter and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder ofhas all right, power and authority necessary to execute and deliver this Agreement, to sell and deliver the Shares to be sold by him or her hereunder and to perform all other obligations under this Agreement; the execution, delivery and performance of this Agreement by such the Selling Shareholder will not conflict with, result in the creation or imposition of its obligations underany lien, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit charge or encumbrance upon any of the Shares to be sold by such the Selling Shareholder (pursuant to the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable lawterms of, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity)constitute a default under, (iii) any agreement or other instrument binding upon such Selling Shareholder instrument, or (iv) any judgmentorder, order rule or decree regulation of any court or governmental body, agency or court having jurisdiction over such the Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney Selling Shareholder's Properties; and Custody Agreement. No except as required by the 1933 Act and applicable state securities laws, no consent, approval, authorization or order of, or filing or qualification registration with, any court or governmental body or agency is required (or, if required, has been obtained) for the execution, delivery and performance of this Agreement by such the Selling Shareholder. (b) At the Closing Time, the Selling Shareholder will have good title to the Shares being sold by him or her hereunder; such Shares are, and at the Closing Time will be, validly authorized, issued and outstanding, fully paid and nonassessable Common Stock of its obligations under this Agreement or the Power Company with no personal liability attaching to the ownership thereof; and upon the delivery of Attorney and Custody Agreement of payment for such Shares as contemplated herein, the Underwriters will receive good title to the Shares purchased by them, respectively, from such Selling Shareholder, except for such consentsfree and clear of any and all liens, approvalsencumbrances, authorizations, orders or qualifications as may be required by the securities or blue sky laws security interests and regulations of the various states in connection with the offer and sale of the Sharesadverse claims. (c) Such Without the prior written consent of the Underwriters, the Selling Shareholder has, and on any affiliate controlled by him or her (other than the Closing Date Company) will have, valid title to, not sell 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 offer 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 Custody Agreement and contract to sell, transfer and deliver except to the Shares Underwriters pursuant to be sold by such this Agreement, any securities of the Company which he or she beneficially owns within 180 days after the effective date of the Registration Statement; the Selling Shareholder has not taken, and agrees that he or a security entitlement she will not take, directly or indirectly, any action which might reasonably be expected to cause or result in respect stabilization or manipulation of such Sharesthe price of the Common Stock of the Company. (d) The Power of Attorney and Custody Agreement has been duly authorizedExcept as set forth in the Prospectus, executed and delivered by such the Selling Shareholder is disposing of his or her Shares hereunder for his or her own account and is a valid and binding agreement of not selling such Selling Shareholder enforceable against such Selling Shareholder in accordance with its termsShares, except (i) as limited by bankruptcydirectly or indirectly, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that for the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion benefit of the court before which any proceeding may be broughtCompany or the Underwriters. (e) Upon payment for To the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) extent that any statements or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares omissions made 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, 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 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. (f) Such Selling Shareholder 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. (i) 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, such Preliminary Prospectus, did, and the Registration Statement and the Prospectus and any amendment or supplement thereto will, when it became effective, did not contain andthey become effective or are filed with the Commission, as amended or supplementedthe case may be, if applicable, conform in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, . (iif) the Time of Sale Prospectus does not, and, at the time of each The sale of the Shares in connection with by the offering when the Prospectus Selling Shareholder pursuant to this Agreement is not yet available to prospective purchasers and at prompted by any material information concerning 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 Company which they were made, is not misleading, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder severally Shareholders represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and __________, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “"Custody Agreement") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transaction contemplated hereby and Custody Agreement”by the Registration Statement (the "Power of Attorney") will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) of any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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, to 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) Upon payment for Delivery of the Shares to be sold by such 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 Agreement 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, pass title to such Shares may be asserted against the Underwriters with respect to such free and clear of any security entitlement; for purposes of this representationinterests, such Selling Shareholder may assume that when such paymentclaims, delivery liens, equities 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 UCCother encumbrances. (f) Such If the Selling Shareholder is not prompted by any material information concerning an officer or director of 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 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 Registration Statement and the Prospectus does not, comply 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 (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companysupplemented, if applicable, will not, contain any untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in Securities Act and the light applicable rules and regulations of the circumstances under which they were made, not misleading, Commission thereunder and (iii) 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 representations and warranties set forth in this paragraph 2(g2(f) are limited do not apply to statements or omissions made in reliance the Registration Statement 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. (g) For each Selling Shareholder other than those making a representation and in conformity with warranty pursuant to paragraph 2(f) above, all information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus is, and on the Closing Date will be, true, correct, and complete, and does not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any amendments or supplements theretomaterial fact necessary to make such information not misleading.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally severally, and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This such Selling Shareholder has full power and authority to enter into this Agreement and the Custody Documents to which it is a party. All authorizations and consents necessary for the execution and delivery by such Selling Shareholder of the Custody Documents, and for the execution of this Agreement on behalf of such Selling Shareholder, have been obtained. Each of the Custody Documents and this Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is constitutes a valid and binding agreement of such Selling Shareholder and is enforceable against such Selling Shareholder in accordance with its termsthe terms thereof and hereof, except (i) as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) by general equitable principles, and except to the extent that the remedy indemnification and contribution provisions of specific performance and injunctive and other forms of equitable relief Section 11 hereof may be subject to equitable defenses limited by federal or state securities laws and to public policy considerations in respect thereof; (b) such Selling Shareholder now has, and at the discretion Option Closing Time and the Date of Delivery of the court before which any proceeding may be brought. Option Shares will have, (ei) Upon payment for record and beneficial ownership of the Shares to be sold by such Selling Shareholder hereunder, free and clear of all liens, encumbrances and claims whatsoever (other than pursuant to this Agreementthe Custody Documents), and (ii) full legal right and power, and all authorizations and approvals required by law, to sell, transfer and deliver such Shares to the Underwriters hereunder and to make the representations, warranties and agreements made by such Selling Shareholder herein. Upon the 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 and payment for 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 representationhereunder, such Selling Shareholder will deliver record and beneficial ownership thereto, free and clear of any pledge, lien, encumbrance, security interest or other claim; (c) at the Option Closing Time and the Date of Delivery of the Option Shares, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder will have been fully paid or provided for by such Selling Shareholder and all laws imposing such taxes will have been fully complied with; (d) the performance of this Agreement and the consummation of the transactions contemplated herein will not conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under), (i) any provision of the constituent documents of the Selling Shareholder, or (ii) any provision of any material license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Selling Shareholder is a party or by which it or its properties may assume that when such paymentbe bound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Selling Shareholder; or result in the creation or imposition of any lien, charge, claim or encumbrance upon any material property or asset of the Selling Shareholder; (e) no approval, authorization, consent or order of or filing with any federal, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the Selling Shareholder’s execution, delivery and crediting occurperformance of this Agreement, its consummation of the transactions contemplated herein, and its sale and delivery of the Option Shares to be sold by such Selling Shareholder, other than (xi) such Shares as have been obtained, or will have been registered obtained at the Closing Time under the Securities Act and the Exchange Act, (ii) such approvals as have been obtained in connection with the name approval of Cede or another nominee designated by DTC, in each case the listing of the Shares on the Company’s share registry in accordance with its certificate of incorporation, bylaws Nasdaq National Market and applicable law, (yiii) DTC will be registered as a “clearing corporation” within any necessary qualification under the meaning of Section 8-102 securities or blue sky laws of the UCC and (z) appropriate entries to various jurisdictions in which the accounts of Shares are being offered by the several Underwriters on the records of DTC will have been made pursuant to the UCC.Underwriters; (f) Such such Selling Shareholder is not prompted to sell Shares 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.Registration Statement or the Prospectus; (ig) The all material information with respect to such Selling Shareholder contained in the Registration Statement, when it became effective, did not contain and, the Preliminary Prospectus and the Prospectus (as amended or supplemented, if applicablethe Company shall have filed with the Commission any amendment or supplement thereto) complied and will comply in all material respects with all applicable provisions of the Securities Act and the Securities Act Regulations; the Registration Statement, the Preliminary Prospectus and the Prospectus, as amended and supplemented, contain and will contain all statements of material fact with respect to such Selling Shareholder required to be stated therein in accordance with the Securities Act and the Securities Act Regulations; the Registration Statement, as amended, does not and will not contain any an untrue statement of a material fact with respect to such Selling Shareholder or omit to state a material fact with respect to such Selling Shareholder required to be stated therein or necessary in order to make the statements therein not misleading, (ii) ; and the Time of Sale Preliminary Prospectus does not, and, at and 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 Companyand supplemented, if applicable, does not and will not, not contain any an untrue statement of a material fact with respect to such Selling Shareholder or omit to state a material fact with respect to such Selling Shareholder required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and misleading (iii) 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 representations and warranties set forth in this paragraph 2(g) are information being limited to statements or omissions made in reliance upon and in conformity the information with information relating respect to such Selling Shareholders described in the second to last sentence of the first paragraph of Section 11(b) hereof); (h) other than as permitted by the Securities Act and the Securities Act Regulations, such Selling Shareholder furnished has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares; such Selling Shareholder has not, directly or indirectly, taken any action intended, or which might reasonably be expected, to cause or result in, or which has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (i) certificates in writing negotiable form for the Shares to be sold hereunder by such Selling Shareholder expressly have been placed in custody, for use the purpose of making delivery of such Shares under this Agreement and under the Custody Documents which appoints American Stock Transfer and Trust Company as custodian (in such capacity, the “Custodian”), for such Selling Shareholder; such Selling Shareholder agrees that the Shares represented by the certificates held in custody under the Custody Documents are for the benefit of and coupled with and subject to the interest hereunder of the Custodian, the Attorneys, the Underwriters, each other Selling Shareholder and the Company; that the arrangements made by such Selling Shareholder for such custody and the appointment of the Custodian and the Attorneys by such Selling Shareholder are irrevocable; and that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death, disability, incapacity or liquidation of any Selling Shareholder or the occurrence of any other event; if any Selling Shareholder should die, become disabled or incapacitated or be liquidated or if any other such event should occur before the delivery of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and actions taken by the Attorneys and the Custodian pursuant to the Custody Documents shall be as valid as if such death, liquidation, incapacity or other event had not occurred, regardless of whether or not the Custodian or the Attorneys, or either of them, shall have received notice thereof; (j) such Selling Shareholder has not relied upon the Representatives or legal counsel for the Representatives for any legal, tax or accounting advice in connection with the offering and sale of the Shares to be sold by it; (k) such 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, except for such rights as are described in the Prospectus under “Shares Eligible for Future Sale”; (l) such Selling Shareholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company or any of the other Selling Shareholders to the Underwriters pursuant to this Agreement; and such Selling Shareholder does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration StatementStatement and the Prospectus; and (m) except as disclosed in the Custody Documents, such Selling Shareholder is not a member of or an affiliate of or associated with any member of the Time NASD (within the meaning of Sale Prospectus, Article 1 of the Prospectus or any amendments or supplements theretoBy-Laws and the applicable rules of the NASD).

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders severally represents and warrants to and agrees with each of the Underwriters thatas follows: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Such Selling Shareholder of, now has and at the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals Option Closing Date (as such Selling Shareholder’s attorneys-in-fact dates is hereinafter defined) will have good and valid title to the extent set forth therein and relating to the deposit of the Option Shares to be sold by such Selling Shareholder, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such Option Shares; and upon the delivery of, against payment for, such Option Shares pursuant to this Agreement, the Underwriters will acquire good and valid title thereto, free and clear of any liens, encumbrances, equities and claims. (b) Such Selling Shareholder (has full right, power and authority to execute and deliver this Agreement, the “Power of Attorney Attorney, and Custody Agreement”) will not contravene (i) any provision the Custodian Agreement referred to below and to perform its obligations under such Agreements. The execution and delivery of applicable law, (ii) this Agreement and the certificate of incorporation or bylaws of consummation by such Selling Shareholder (if of the transactions herein contemplated and the fulfillment by such Selling Shareholder is an entity) of the terms hereof will not require any consent, approval, authorization, or other order of any court, regulatory body, administrative agency or other governmental body (except as may be required under the Act, state securities laws or Blue Sky laws) and will not result in a breach of any of the terms and provisions of, or constitute a default under, organizational documents of such Selling Shareholder (Shareholder, if not an individual, or any indenture, mortgage, deed of trust or other agreement or instrument to which such Selling Shareholder is another type of entity)a party, (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental bodyorder, agency rule or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder regulation applicable to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement any court or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders any regulatory body or qualifications as may be required by the securities administrative agency or blue sky laws and regulations of the various states in connection with the offer and sale of the Sharesother governmental body having jurisdiction. (c) Such Selling Shareholder hashas not taken and will not take, and on the Closing Date will havedirectly or indirectly, valid title any action designed to, or a valid “security entitlement” within which has constituted, or which might reasonably be expected to cause or result in the meaning of Section 8-501 stabilization or manipulation of the New York Uniform Commercial Code in respect ofprice of the Common Stock of the Company and, other than as permitted by the Act, the Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities will not distribute any prospectus or other encumbrances and offering material in connection with the legal right and power, and all authorization and approval required by law, to enter into this Agreement and offering of the Power of Attorney and Custody Agreement 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 Power Without having undertaken to determine independently the accuracy or completeness of Attorney either the representations and Custody Agreement has been duly authorizedwarranties of the Company contained herein or the information contained in the Registration Statement, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) has no reason to believe that the remedy of specific performance representations and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion warranties of the court before Company contained in Section 1 are not true and correct, is familiar with the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement which any proceeding has adversely affected or may be brought. (e) Upon payment for adversely affect the business of the Company; and the sale of the Option Shares to be sold by such 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, 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 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. (f) Such Selling Shareholder hereto 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. (i) Registration Statement or the documents incorporated by reference 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) 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 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating pertaining to such Selling Shareholder furnished to under the Company in writing by such caption "Principal and Selling Shareholder expressly for use Stockholders" in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretois complete and accurate in all material respects.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders severally and not jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the its Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) a corporation), or other organizational documents of such Selling Shareholder the limited partnership agreement (if such Selling Shareholder is another type of entity), (iiia limited partnership) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) Such Selling Shareholder has, and on the Closing Date (as defined below), in the case of a Firm Selling Shareholder, or the Option Closing Date (as defined below), in the case of an Option 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, to 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 required authorizations and approval required by law, approvals to enter into this Agreement and the its Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Power of Attorney and Custody Agreement of such Selling Shareholder has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder Shareholder, enforceable against such Selling Shareholder in accordance with its terms, except as (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting creditors’ ' rights generally, generally and (ii) that the remedy of specific performance and injunctive and other forms availability of equitable relief remedies may be subject to limited by equitable defenses and to the discretion principles of the court before which any proceeding may be broughtgeneral applicability. (e) Upon payment for Delivery of the Shares to be sold by such 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 Agreement will acquire a pass 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, title to such Shares may be asserted against the Underwriters with respect to such free and clear of any security entitlement; for purposes of this representationinterests, such Selling Shareholder may assume that when such paymentclaims, delivery liens, equities 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 UCCother encumbrances. (f) Such The information which relates specifically to such Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not Shareholder, as set forth under the caption "Principal and Selling Stockholders" (including the notes thereto), in the Time of Sale Registration Statement and Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statementis, 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, 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 on the Closing Date (as defined in Section 5below), in the Time case of Sale Prospectusa Firm Selling Shareholder, or the Option Closing Date (as then amended defined below), in the case of an Option Selling Shareholder, will be, true, correct and complete, and does not, and on the Closing Date, in the case of a Firm Selling Shareholder, or supplemented by the CompanyOption Closing Date, if applicablein the case of an Option Selling Shareholder, will not, contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, such information not misleading, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (ai) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (bii) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and the Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”), and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) ), will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) by-laws or other similar corporate organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (ciii) Such Selling Shareholder has, and on the Closing Date will have, valid good 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 other than pursuant to this Agreement, the Custody Agreement and the Power of Attorney, 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (div) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ev) Upon payment for Delivery of the Shares to be sold by such Selling Shareholder and payment therefor pursuant to this Agreement, delivery of Agreement will pass good title to 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 free 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 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 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, 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 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 UCCCode. (fvi) Such (a) Insofar as it has related to such Selling Shareholder is not prompted by any material information concerning Shareholder, 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, (iib) the Time of Sale Prospectus Disclosure Package 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 (as defined in Section 5), the Applicable 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, misleading and (iiic) the Prospectus Prospectus, as of its Date, does not contain and, as amended or supplemented, if applicable, will not not, as of the Closing Date, 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 ; provided that the representations and warranties set forth in this paragraph 2(g) Section 2 are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale ProspectusDisclosure Package, the Prospectus or any amendments or supplements thereto. (vii) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement and the Disclosure Package to sell its Shares pursuant to this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorizedauthorized (if such Selling Shareholder is not a natural person), executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) , will not contravene (iA) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entitya corporation) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of a corporation, limited liability company, partnership or other entity), or (iiiB) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases case of clause (iii) as B), for such violations that would not, individually or in the aggregate, impair not reasonably be expected to have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney Agreement;, and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought[reserved]. (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 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, 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 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. (f) Such Selling Shareholder has delivered to Xxxxxx Xxxxxxx an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (g) Such Selling Shareholder is not prompted by any material 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; provided, however, that, except with respect to the Selling Shareholder Information (as defined herein), no representation or warranty is being made hereby as to whether the Registration Statement, the Time of Sale Prospectus or the Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. (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, 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 (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 (iiiiv) 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 provided that the such representations and warranties set forth in this paragraph 2(gclause (h) are limited apply, with respect to a Selling Shareholder, only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the each Registration Statement, the Time of Sale Prospectus, the Prospectus or and any further amendments or supplements theretoto the Registration Statement, the Time of Sale Prospectus and the Prospectus that are made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein; provided, further, that it is agreed that such information furnished by such Selling Shareholder to the Company consists only of (A) the legal name, address and the number of Shares owned by such Selling Shareholder before and after the offering and (B) the other information with respect to such Selling Shareholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Selling Shareholder” (such information with respect to such Selling Shareholder, the “Selling Shareholder Information”). (i) (i) None of such Selling Shareholder or (if applicable) any of its subsidiaries, or, (if applicable) to the knowledge of such 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 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) Such 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 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 violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such 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. (a) None of such Selling Shareholder or (if applicable) any of its subsidiaries, or, (if applicable) to the knowledge of such Selling Shareholder, 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) such Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and (c) neither the 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.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder severally Shareholders represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s , the attorneys-in-fact to the extent set forth named therein (as defined below) and Wachovia Bank, N.A., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder and appointing certain individuals as such Selling Shareholder's attorneys-in-fact (the “Power of Attorney "Attorneys-in-Fact") to the extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”by the Registration Statement (the "POWER OF ATTORNEY AND CUSTODY AGREEMENT") will not contravene (i) violate any provision of any statute, rule or regulation applicable lawto such Selling Shareholder, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any material agreement or other material instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares.agency (c) 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, to 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 Agreement, and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) Upon payment for Upon, delivery of the Shares to be sold by such Selling Shareholder pursuant to this AgreementAgreement against payment therefor as provided herein, 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 good 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, title to such Shares may be asserted against will pass to the Underwriters with respect to such free and clear of any security entitlement; for purposes of this representationinterests, such Selling Shareholder may assume that when such paymentclaims, delivery liens, equities 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. (f) Such Selling Shareholder 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 Agreementother encumbrances. (i) The information furnished by or on behalf of such Selling Shareholder for use in 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 Statement and the statements therein not misleading, (ii) 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 and at on 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 any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, such information not misleading, ; and (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement sale 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(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing Shares by such Selling Shareholder expressly for use in pursuant hereto is not prompted by any material non-public information relating to or concerning the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretoCompany.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and [ ● ], as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states or FINRA in connection with the offer and sale of the Shares. (c) 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 Custody Agreement 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 and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) [Delivery of the Shares to be sold by such Selling Shareholder and payment therefor 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.] [OR] [Upon payment for the Shares to be sold by such 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, 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 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.] (f) Such 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”). (g) Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the 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 Registration Statement, the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. Such Selling Shareholder is not prompted by any material 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. (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, 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 (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, (iv) each broadly available road show, if any, does not contain any information that conflicts with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and 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 (iiiv) 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 representations and warranties set forth in this paragraph 2(g) are limited do not apply to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale ProspectusProspectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only information furnished by any Underwriter consists of the Underwriter Information, as defined below. (i) None of such Selling Shareholder or any of its subsidiaries, or any director, officer, or employee thereof, or, to the knowledge of such Selling Shareholder, any agent, representative, or affiliate thereof, is 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) Such 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 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 violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such 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. (i) None of such Selling Shareholder or any of its subsidiaries, or any director, officer, or employee thereof, or, to the knowledge of such Selling Shareholder, any 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 obtain, retain or direct business or influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) such Selling Shareholder and each of its subsidiaries have conducted their businesses 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 (iii) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the Prospectus 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. (k) The operations of such 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 or regulatory agency, authority or body or any amendments arbitrator involving such Selling Shareholder or supplements theretoany of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (l) Such Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and Mellon Investor Services LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) incorporation, by-laws or other organizational charter documents of such Selling Shareholder (if such Selling Shareholder is another type of a corporation or other entity), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 Custody Agreement 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 and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) Upon With respect to any Shares delivered by the Selling Shareholder in certificated form endorsed to the Underwriters, delivery of the Shares to be sold by such Selling Shareholder and payment therefor 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. With respect to any Shares delivered by the Selling Shareholder through DTC without ever being registered directly in the name of the Underwriters, upon payment for the Shares to be sold by such 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, 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 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. (f) Such Each Selling Shareholder who is also an officer of the Company as indicated on Schedule I hereto (the “Officer Selling Shareholder”) (but none of the other Selling Shareholders) represents that to his knowledge, the Registration Statement, when it became effective, did not contain, and any post-effective amendments thereto 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 each of the Time of Sale Prospectus and the Prospectus does not contain, and any amendments or supplements thereto 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. (g) Each Officer Selling Shareholder (but none of the other Selling Shareholders) represents that he is not prompted by any material information concerning the Company or its subsidiaries 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 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, 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 (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, (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 light of the circumstances under which they were made, not misleading and (iiiv) 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 representations and warranties set forth in this paragraph 2(g2(h) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. The liability of each Selling Shareholder under this Section 2 shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by such Selling Shareholder under this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, and, with respect to each Selling Shareholder identified on Schedule I hereto as a “Management Selling Shareholder” (each, a “Management Selling Shareholder”), the Custody Agreement signed by such Management Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Management Selling Shareholder (the “Custody Agreement”) and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Management Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable lawlaw applicable to such Selling Shareholder, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of a corporation, limited liability company, partnership or other entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases case of clause clauses (i), (iii) and (iv) as would not, individually singly or in the aggregate, impair have a material adverse effect on the ability of such the Selling Shareholder Shareholders to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or, with respect to each Management Selling Shareholder, the Custody Agreement or the Power of Attorney and Custody Agreement of such Management Selling Shareholder, except for (i) such consentsas may have already been obtained, approvals, authorizations, orders or qualifications (ii) such as may be required by the securities or blue sky Blue Sky laws and regulations of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the SharesShares or (iii) such that would not reasonably be expected to have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of (as defined in Section 8-501 102 of the New York Uniform Commercial Code 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, and, with respect to each Management Selling Shareholder, the Custody Agreement and the Power of Attorney and Custody Agreement 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 With respect to each Management Selling Shareholder, the Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Management Selling Shareholder and is a are valid and binding agreement agreements of such Management Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (e) With respect to any Selling Shareholder that is a non-U.S. person, 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 India, the UK or Ireland, 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. (f) Upon payment for the Shares to be sold by such 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 the securities accounts account of the Underwriters Xxxxxxx Xxxxx (assuming that neither DTC nor any such Underwriter Xxxxxxx Sachs 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 Xxxxxxx Xxxxx will acquire a valid security entitlement in respect of such Shares and (CB) no action based on any “adverse claim”, within the meaning of (as defined in Section 8-102 of the UCC, ) to such Shares may be asserted against the Underwriters Xxxxxxx Sachs 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 certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of (as defined in Section 8-102 of the UCC UCC) and (z) appropriate entries to the accounts account of the several Underwriters Xxxxxxx Xxxxx on the records of DTC will have been made pursuant to the UCC. (fg) Such Selling Shareholder is not prompted by any material information concerning has delivered to the Company or its subsidiaries which is not set forth Representatives an executed lock-up agreement in substantially the Time of Sale Prospectus to sell its Shares pursuant to this form attached hereto as Exhibit A (the “Lock-up 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, 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 (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, misleading and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with the information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, it being understood and agreed that for purposes of this Agreement, the only information furnished by such Selling Shareholder consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration statement or the Prospectus or any amendments or supplements theretoin the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Shareholder, the “Selling Shareholder Information”).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that: (a) Such Selling Shareholder has, and on the Closing Date and each Option Closing Date will have, valid and unencumbered title to the ADSs and Ordinary Shares represented thereby to be delivered by such Selling Shareholder on such Closing Date or Option Closing Date and full right, power and authority to enter into this Agreement and, assuming effectiveness of the Registration Statement and the ADS Registration Statement, to sell, assign, transfer and deliver the ADSs and Ordinary Shares represented thereby to be delivered by such Selling Shareholder on such Closing Date or Option Closing Date hereunder, and to deposit with the Depositary the Ordinary Shares represented by such ADSs; and upon the delivery of and payment for the ADSs on the Closing Date or Option Closing Date hereunder, the several Underwriters will acquire valid and unencumbered title to the ADSs and Ordinary Shares represented thereby to be delivered by such Selling Shareholder on such Closing Date. (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (bc) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) or the certificate memorandum and articles of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) association or other organizational constitutive documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgmentjudgments, order orders, decrees or decree writs, guidelines or notices of any arbitrator, court, governmental body, regulatory body, administrative agency or court other authority, body or agency having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as for any such conflict, breach, violation or default that would not, individually or in the aggregate, impair have a material adverse effect on the Selling Shareholders’ ability of such Selling Shareholder to consummate the transactions contemplated by fulfill its obligations under this Agreement or the Power of Attorney and Custody Agreement. . (d) No consent, approval, authorization or order of, or filing or qualification with, any person (including any governmental agency or body or agency any court) is required for the performance to be obtained or made by such Selling Shareholder for the consummation of its obligations under the transactions contemplated by this Agreement or in connection with the Power offering and sale of Attorney and Custody Agreement of the ADSs sold by such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states of the United States in connection with the offer and sale of the SharesADSs. ​ (e) (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 relating to such Selling Shareholder or omit to state a material fact required to be stated therein or necessary to make the statements therein relating to such Selling Shareholder not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Offered Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers, at the Closing Date and at each Option 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 relating to such Selling Shareholder or omit to state a material fact necessary to make the statements therein relating to such Selling Shareholder, 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 relating to such Seller Shareholder or omit to state a material fact relating to such Seller Shareholder 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 relating to such Selling Shareholder or omit to state a material fact necessary to make the statements therein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph shall only apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Representatives by such Selling Shareholder expressly for use therein, and it being understood and agreed that the only information furnished by such Selling Shareholder consists of the information with respect to such Selling Shareholder under the caption headed “Principal and Selling Shareholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Shareholder Information”). (cf) The sale of the ADSs by such Selling Shareholder pursuant to this Agreement is not prompted by any material information concerning the Company or any of its Subsidiaries that is not set forth in the in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (g) Such Selling Shareholder hashas no affiliations or associations with any member of FINRA. (h) There are no contracts, and on the Closing Date will have, valid title to, agreements 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 understandings between 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, any person that would give rise to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares to be sold by a valid claim against such Selling Shareholder or any Underwriter for a security entitlement brokerage commission, finder’s fee or other like payment in respect of such Sharesconnection with this offering. (di) The Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Such Selling Shareholder and has not taken, directly or indirectly, any action that is a valid and binding agreement designed to or that has constituted or that would reasonably be ​ expected to cause or result in the stabilization or manipulation of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except the price of any security of the Company to facilitate the sale or resale of the ADSs. (j) Upon (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (e) Upon payment for the Shares ADSs to be sold by such Selling Shareholder pursuant to this Agreement, (ii) issuance of the ADSs pursuant to the Deposit Agreement, (iii) delivery of such SharesADSs, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), (iv) registration of such Shares ADSs in the name of Cede or such other nominee nominee, and (v) the crediting of such Shares ADSs on the books of DTC to securities accounts of the Underwriters (assuming that neither the Depositary, 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 SharesADSs), (A) DTC shall be a “protected purchaser” of such ADSs and the Shares represented thereby 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 ADSs and the Shares represented thereby and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such ADSs or the Shares represented thereby may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery delivery, issuance and crediting occur, (x) such Shares ADSs will have been registered in the name of Cede or another nominee designated by DTC, in each case on the CompanyDepositary’s share registry in accordance with its certificate of incorporation, bylaws the Depositary Agreement 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. (fk) Such No transaction, stamp, capital or other documentary, issuance, registration, transaction, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters to the jurisdiction of organization or tax residence of the Selling Shareholder is not prompted by Shareholder, the government of the PRC, the United States, Hong Kong or the Cayman Islands or any material information concerning the Company political subdivision or its subsidiaries which is not set forth taxing authority thereof in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. connection with (i) The Registration Statementthe sale and delivery of the ADSs by such Selling Shareholder or the deposit of the Ordinary Shares represented by the ADSs by such Selling Shareholder with the Depositary under the Deposit Agreement, when it became effectivethe issuance of the ADSs of such Selling Shareholder by the Depositary, did not contain and, as amended and the delivery of the ADSs to or supplemented, if applicable, will not contain any untrue statement for the account of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingUnderwriters, (ii) the Time of Sale Prospectus does not, and, at purchase from the time of each sale Selling Shareholder of the Shares ADSs and the initial resale and delivery of the ADSs of such Selling Shareholder to purchasers thereof by the Underwriters or (iii) the execution, delivery or performance of this Agreement, except that Cayman Islands and PRC stamp duty may be payable in the event that this Agreement is executed in or brought within the jurisdiction of the Cayman Islands or the PRC, as applicable. (l) Such Selling Shareholder has not distributed or will not distribute, prior to the later of the Closing Date, the latest Option Closing Date and the ​ ​ completion of the Underwriters’ distribution of the ADSs, any offering material 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 sale of the circumstances under which they were made, not misleading, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing ADSs by such Selling Shareholder expressly for use Shareholder, including any free writing prospectus. (m) Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, such Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company. (n) Such Selling Shareholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the ADSs that are to be sold by any other Selling Shareholder or the Ordinary Shares represented thereby to the Underwriters pursuant to this Agreement; and such Selling Shareholder does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any shares, right, warrants, options or other securities from the Company, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (o) As of the date hereof, no affiliate of such Selling Shareholder (except for the other Selling Shareholder) is the registered or legal owner of any Ordinary Shares. (p) None of such Selling Shareholder or its subsidiaries, or any amendments director or supplements theretoofficer thereof, or, to such Selling Shareholder’s knowledge, any employee, agent or representative thereof or their respective affiliates, is aware of or has taken or will take any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practice Act of 1977, as amended, and the rules of regulations thereunder, the U.K. Bribery Act 2010, as amended, and the rules and regulations thereunder, or any other applicable anti-corruption law 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 (including any Government Official) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; and (ii) such Selling Shareholder and its subsidiaries and its and their affiliates have conducted their businesses 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. (q) The operations of such Selling Shareholder and 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 or regulatory agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the ​ ​ Anti-Money Laundering Laws is pending or, to the best knowledge of such Selling Shareholder, threatened. (i) Neither such Selling Shareholder nor any of its subsidiaries, nor any director, officer thereof, nor, to the knowledge of such Selling Shareholder, any employee, agent, affiliate or representative of such Selling Shareholder or any of its subsidiaries, is or undertakes any business with a Person that is, or is owned or controlled by one or more Persons that are: (A) subject to or the target of any Sanctions, including without limitation individuals or entities named on OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or (B) located, organized or resident in a Sanctioned Country. (ii) Such Selling Shareholder and its subsidiaries 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 or facilitate any dealings, activities or business in, with or relating to any country, territory or Person 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) For the past five years, such Selling Shareholder and its subsidiaries have not knowingly engaged in, are 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) No investigation, inquiry, action or suit or proceeding by or before any Governmental Entity, involving any actual or alleged violations of any Sanctions by such Selling Shareholder or its subsidiaries, is pending, or to the knowledge of such Selling Shareholder, threatened.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and CIBC Mellon Trust Company, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder and 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 and Custody Agreement”"CUSTODY AGREEMENT AND POWER OF ATTORNEY") will not contravene (i) any provision of any law applicable lawto such Selling Shareholder or the Custody Agreement and Power of Attorney, (ii) or the certificate articles of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder (other than the Pledge Agreement dated February 16, 2005 from the pledgors named therein, including one of the Selling Shareholders, to the Collateral Agent named therein (the "PLEDGE AGREEMENT") for which a waiver will be obtained prior to the Closing Date) or (iv) any judgment, order or decree applicable to such Selling Shareholder of any foreign or domestic governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency (including without limitation any Canadian court or Canadian federal or provincial governmental authority) is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement and Power of Attorney and Custody Agreement of entered into by such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications (i) as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares, and (ii) for the filing of the Canadian Supplemented Prospectus. (c) 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 (except for such restrictions, legends, proxies or other encumbrances disclosed to the Underwriters listed on the first page of this Agreement (the "REPRESENTATIVES") or referenced in clause (b) above with respect to the Pledge Agreement and which will be released or shall terminate as of the Closing Date) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against Shareholder, except as the enforcement of rights to indemnity and contribution thereunder may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of obligations of such Selling Shareholder in accordance with its terms, except (i) as thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ the enforcement of auditors' rights generally, generally and by general equitable principles (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtwhether applied in law or equity). (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 Underwriters, to Cede & Co. (“Cede”"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, 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 's share registry in accordance with its certificate articles 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. (f) Such Selling Shareholder 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. (ig) The Registration Statement, when it became effective, did not contain and, as amended All information furnished by or supplemented, if applicable, will not contain any untrue statement on behalf of a material fact or omit to state a material fact required to be stated therein or necessary to make such Selling Stockholder for use in the statements therein not misleading, (ii) Prospectus and the Time of Sale Canadian Final Prospectus does not, and, at and on the time date 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, Closing Date and any Additional Closing Date will not, contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and . (iiih) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to If such Selling Shareholder furnished was requested to complete an "NASD Questionnaire", the Company in writing written response to such document provided by such Selling Shareholder expressly to counsel for use the Underwriters is true, correct and complete. (i) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Shareholder will deliver to the Representatives prior to or at the Closing Date a properly completed and executed U.S. Treasury Department Form W-9 (or other applicable form or statement specified by the U.S. Treasury Department regulations in lieu thereof). The Underwriters hereby acknowledge that Robert V. Voit, Laura Jeanne Voit and Robert V. Voit GRAT, being certaxx Xxxxxxg Xxxxxxxxxxrx, xxx xxxxies tx x Xxxxxxxx Xhareholders Agreement dated October 25, 2004 (the Registration Statement"MINORITY SHAREHOLDERS AGREEMENT") which will terminate pursuant to its terms immediately prior to the initial closing of the offer and sale of the Firm Shares and that all of the representations, warranties, covenants and agreements of Robert V. Voit, Laura Jeanne Voit and Robert V. Voit GRAT set forth abxxx, xxxxfxx xx xxxx mxx xxxxxx xo perxxxx xxxxx xx the Time closing of Sale Prospectusthe offering, are qualified by reference to the Prospectus or any amendments or supplements theretoterms and conditions of the Minority Shareholders Agreement.

Representations and Warranties of the Selling Shareholders. (a) Each of the Selling Shareholder Shareholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (ai) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (bii) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, (A) this Agreement and (B) the Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") signed by such Selling Shareholder appointing Shareholder, certain individuals as such Selling Shareholder’s 's attorneys-in-fact to (the extent set forth therein "Attorneys-in-Fact") and BankBoston, N.A. as Custodian (the "Custodian"), relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) Registration Statement, will not contravene (i) violate any provision of law applicable lawto such Selling Shareholder, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders as has been obtained under the Securities Act or qualifications otherwise and such as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (ciii) 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, to 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 and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (div) The Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ev) Upon payment for delivery of the Shares to be sold by such Selling Shareholder pursuant to this AgreementAgreement against payment therefor, delivery of such Shares, as directed by the Underwriters, title to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in will pass to the name Underwriters free and clear of Cede or such any security interests, claims, liens, equities and other nominee encumbrances. (b) Beacon Group III - Focus Value Fund, L.P. ("Beacon") represents to and the crediting of such Shares on the books of DTC to securities accounts agrees with each 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, 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 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. (f) Such Selling Shareholder 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. (i) The 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 Registration Statement and the Prospectus does not, comply 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 (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companysupplemented, if applicable, will not, contain any untrue statement of a comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in Securities Act and the light applicable rules and regulations of the circumstances under which they were made, not misleading, Commission thereunder and (iii) 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 representations and warranties set forth in this paragraph 2(g2(b) are limited do not apply to statements or omissions in the Registration Statement 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. (c) Each of the Selling Shareholders, other than Beacon, represents to and agrees with each of the Underwriters that, 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 relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in therein, such preliminary Prospectus and the Registration StatementStatement did, the Time of Sale Prospectus, and the Prospectus or and any further amendments or supplements theretoto the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and will 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.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, or (ii) the operating agreement, LLC agreement, partnership agreement, certificate of incorporation or bylaws by-laws (or other equivalent documents) of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases case of clause clauses (iii) and (iv) as would not, individually or in the aggregate, impair have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, the Custody Agreement or and the Power of Attorney Attorney, and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such Selling Shareholder has, and 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 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 (other than those created by the Custody Agreement and the Power of Attorney) 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 Custody Agreement 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 and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtgeneral equity principles. (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 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), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (Bii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (Ciii) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters 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 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. (f) Such Selling Shareholder is not prompted by any material information concerning has delivered to the Company or its subsidiaries which is not set forth in the Time Representatives an executed Lock-Up Agreement. For purposes of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective“Lock-Up Agreement” means, did not contain and, a lock-up agreement in substantially the form attached hereto 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, 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.Exhibit A.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders, severally and not jointly, and only with respect to such Selling Shareholder, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The Power of Attorney and the Custody Agreement relating to outstanding shares in the form heretofore furnished to the Representatives (the “Power of Attorney” and “Custody Agreement”, respectively), has been duly authorized, executed and delivered by such Selling Shareholder and is the valid and binding agreement of such Selling Shareholder. (c) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to and, if applicable, the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) , will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational formation documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iiinot an individual) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or Agreement, the Power of Attorney and or the Custody Agreement of Agreement, if applicable, or such Selling Shareholder, except for such consents, approvals, authorizations, orders as have already been obtained or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the SharesStock. (cd) 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, of the Shares Stock 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 applicable law, to enter into this Agreement and the Power of Attorney and Custody Agreement Agreement, and to sell, transfer and deliver the Shares Stock to be sold by such Selling Shareholder or a security entitlement in respect of such SharesStock. (de) The Power information provided by such Selling Shareholder to the Company in writing for inclusion in the “Selling Shareholders” section of Attorney the Prospectus is true and Custody Agreement has been duly authorizedcorrect; it being understood and agreed that the only such information furnished to the Company by such Selling Shareholder consists of the name of such Selling Shareholder, executed the number of shares of Firm Stock beneficially owned by and delivered to be offered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (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 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 information with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (xexcluding any percentage) such Shares will have been registered which appears under the caption “Selling Shareholders” in the name of Cede or another nominee designated by DTCProspectus (such information so furnished in writing being hereinafter called, in each case on collectively, 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. (f) Such Selling Shareholder 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 AgreementInformation”). (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, 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Except as otherwise provided below, each Selling Shareholder listed in Schedule II, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and the Company, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact (each, an “Attorney-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 contravene (i) conflict with or result in a breach or violation of any provision of applicable lawthe terms or provisions of, (ii) or constitute a default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the certificate of incorporation property or bylaws assets of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder subject or (ivii) result in any judgment, order or decree violation of any statute or any order, rule or regulation of any court or governmental body, agency or court body having jurisdiction over such Selling Shareholder, except in Shareholder or the cases of clause (iii) as would not, individually property or in the aggregate, impair the ability assets of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. Shareholder. (c) No consent, approval, authorization or order of, or filing or qualification registration with, any court or governmental agency or body having jurisdiction over such Selling Shareholder or agency the property or assets of such Selling Shareholder is required for the execution, delivery and performance by such Selling Shareholder of its obligations under this Agreement, the Custody Agreement or the Power of Attorney and Custody Agreement of by such Selling ShareholderShareholder or the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders registrations or qualifications as may be required under the Exchange Act and as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (cd) 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (de) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, authorized by such Selling Shareholder and when executed and delivered by such Selling Shareholder and is a Shareholder, are valid and binding agreement agreements of such Selling Shareholder Shareholder, enforceable against such Selling Shareholder in accordance with its their terms, except (i) as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, generally and by general principles of equity (ii) that the remedy regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforceability is considered in a proceeding may be broughtin equity or at law). (ef) Upon payment for the Shares to be sold by such 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 Depositary 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), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (Bii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (Ciii) 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, 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 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. (fg) [Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the 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 has had, or may have, a Material Adverse Effect, provided that the representations and warranties in this Section 2(g) are made and given only by Xxxxxxx Xxx and Xxxxxx Xxx.] (h) Such Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries Subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) [(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, 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 (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, (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 (iiiv) 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 provided that the representations and warranties set forth in this paragraph 2(gSection 2(i) are limited do not apply to statements or omissions made in reliance the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon and in conformity with information relating to such Selling Shareholder any Underwriter furnished to the Company in writing by such Selling Shareholder Underwriter through the Representatives expressly for use therein and provided further that, with respect to Xxxxxx Xxx, Xxxxx Xxxxx and Xxx Xxxx only, the representations and warranties set forth in this Section 2(i) apply only to the extent that any such statements in or omissions from any Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments broadly available road show are made in reliance on and in conformity with written information relating to such Selling Shareholder that has been furnished to the Company by or supplements theretoon behalf of such Selling Shareholder specifically and expressly for use therein.] (j) Such 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 of the Shares, except for such rights as have been waived or which are described in the Registration Statement, Time of Sale Prospectus and Prospectus. (k) Such Selling Shareholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company or any other Selling Shareholder to the Underwriters pursuant to this Agreement; and such Selling Shareholder does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, rights, warrants, options or other securities from the Company, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (l) There are no contracts, agreements or understandings between such Selling Shareholder and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (m) There are no affiliations or associations between any member of FINRA and such Selling Shareholder, except as disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus or as set forth in a questionnaire completed by such Selling Shareholder and delivered to the Representatives prior to the date of this Agreement; none of the proceeds received by such Selling Shareholder from the sale of the Shares to be sold by such Selling Shareholder pursuant to this Agreement will be paid to a member of FINRA or any affiliate of (or person “associated with”, as such terms are used in the Rules of FINRA) such member. (n) Such Selling Shareholder represents that it has not prepared or had prepared on its behalf or used or referred to any free writing prospectus and represents that it has not distributed any written materials in connection with the offer or sale of the Shares. (o) Such Selling Shareholder has not 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 securities of the Company. (p) Such Selling Shareholder: (i) represents that neither it nor, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, affiliate or representative of such Selling Shareholder, is a Person that is, or is owned or controlled by a Person that is: (A) the subject of any Sanctions, nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria); (ii) represents and covenants that it 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 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 violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise); and (iii) represents and covenants that for the past 5 years, it 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. Any certificate signed by any Selling Shareholder and delivered to the Representative or counsel for the Underwriters in connection with the Shares shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

Representations and Warranties of the Selling Shareholders. Each The Selling Shareholder Shareholders each severally represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Such Selling Shareholder is the lawful owner of the Shares to be sold by such Selling Shareholder pursuant to this Agreement has and has, and on the Closing Date (and Option Closing Date, if applicable) will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever (other than restrictions imposed by applicable federal and state securities laws). (b) Upon delivery of and payment for such Shares pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever (other than restrictions imposed by applicable federal and state securities laws). (c) Certificates in negotiable form for such Selling Shareholder's Shares have been placed in custody for delivery pursuant to the terms of this Agreement, under a Custody Agreement duly authorized, executed and delivered by such Selling Shareholder in the form heretofore furnished to you (the "Custody Agreement") with American Stock Transfer & Trust Company, as Custodian (the "Custodian"); the Shares represented by the certificates so held in custody for such Selling Shareholder are subject to the interests hereunder of the Underwriters, the Company and the other Selling Shareholders; the arrangements for custody and delivery of such certificates made by such Selling Shareholder hereunder and under the Custody Agreement, are not subject to termination by any acts of such Selling Shareholder, or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event; and if any such death, incapacity or any other such event shall occur before the delivery of such Shares hereunder, certificates for the Shares will be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice of such death, incapacity or other event. (d) The Selling Shareholder has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver such Shares in the manner provided herein and therein, and this Agreement and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such the Selling Shareholder of, and the performance by such Selling Shareholder each of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such is a valid and binding agreement of the Selling Shareholder appointing certain individuals enforceable in accor- dance with its terms, except as such rights to indemnity and contribution hereunder may be limited by applicable law. (e) The Selling Shareholder’s attorneys-in-fact Shareholder has not taken, and will not take, directly or indirectly, any action designed to, 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 extent set forth therein and relating to the deposit sale or resale of the Shares pursuant to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions distribution contemplated by this Agreement or Agreement, and other than as permitted by the Power of Attorney and Custody Agreement. No consentAct, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement has not distributed and will not distribute any prospectus or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states other offering material in connection with the offer offering and sale of the Shares. (cf) Such The execution, delivery and performance of this Agreement by the Selling Shareholder, compliance by the Selling Shareholder haswith all the provisions hereof and the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be under the Act, state securities laws or Blue Sky laws) and will not conflict with or constitute a breach of any of the terms or provisions of any agreement, indenture or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder or property of the Selling Shareholder is bound, or violate or conflict with any laws, administrative regulation or ruling or court decree applicable to the Selling Shareholder or property of the Selling Shareholder. (g) Such-parts of the Registration Statement under the caption "Principal and Selling Shareholders" which specifically relate to the Selling Shareholder do not, and will not 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (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 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, 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 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. (f) Such Selling Shareholder 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplementedOption Closing Date, if applicable), will not contain any untrue statement of a material fact or omit to state a any 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, 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. (h) At any time during the period described in paragraph 6(b) hereof, if there is any change in the information referred to in paragraph 2(g) above with respect to a Selling Shareholder, such Selling Shareholder will immediately notify you of such change. (i) The Selling Shareholder is not aware, and (iii) the Prospectus does not contain andhas no reason to believe, as amended that any representation 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 warranty of the circumstances under which they were made, not misleading, except that the representations and warranties Company set forth in this paragraph 2(g) are limited to statements Section 1 above is untrue or omissions made inaccurate in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements theretomaterial respect.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:that (except that Sections 2(l) and 2(m) apply only to Sky Venture Limited (the “Specified Selling Shareholder”)): (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and therein, relating to the deposit of transactions contemplated hereby and by the Shares to be sold by such Selling Shareholder Registration Statement (the “Power of Attorney and Custody AgreementAttorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) incorporation, by-laws or other organizational comparable governing or constituent documents of such Selling Shareholder (if such Selling Shareholder is another type of entitynot a natural person), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases case of clause clauses (i), (iii) and (iv) as would not, individually or in the aggregate, impair have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, the Custody Agreement or and the Power of Attorney Attorney, and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consentsas have been obtained and made under the Securities Act, approvals, authorizations, orders such as may be required by the Exchange Act or qualifications as the rules and regulations thereunder or may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 Custody Agreement 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 and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its termsShareholder, except (i) as limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtgeneral equity principles. (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 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, 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 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. (f) Such Selling Shareholder 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. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain contain, as of the date of such amendment or supplement, 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, 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 purchasers, at the Closing Date (as defined in Section 5) and at the any Option 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, and (iii) the Prospectus does not contain and, as amended or supplementedeach broadly available road show, if applicableany, will 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, as of its date, does not contain and, as amended or supplemented, if applicable, will not contain, as of its date, at the Closing Date and at any Option Closing Date, 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 provided that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Shareholder consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, Time of Sale Prospectus, and the Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (i) None of such Selling Shareholder, any of its subsidiaries, or any director or officer thereof, or, to the knowledge of such Selling Shareholder, any employee, agent, controlled affiliate or representative of such Selling Shareholder or any of its subsidiaries or controlled affiliates, is 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, Sudan and Syria). (ii) Such 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 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 violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past 5 years, such Selling Shareholder and its subsidiaries have not knowingly engaged in, are 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. (i) None of such Selling Shareholder, its subsidiaries or controlled affiliates, or any director or officer thereof, or, to knowledge of such Selling Shareholder, any employee, agent or representative of such Selling Shareholder or of any of its subsidiaries or controlled affiliates, 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; (ii) such Selling Shareholder and its subsidiaries and controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain 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 (iii) neither such 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. (j) The operations of such Selling Shareholder and 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 such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of such Selling Shareholder, threatened. (k) Such Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (l) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable in England or Wales, or to any taxing authority thereof or therein, by or on behalf of (i) the Underwriters, (ii) the Company or (iii) any of the Company’s subsidiaries in connection with (A) the execution, delivery or consummation of this Agreement, (B) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters or (C) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. (m) Such Selling Shareholder has the power to submit, and pursuant to Section 17(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 17(a)), and has the power to designate, appoint and empower, and pursuant to Section 17(b)), 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.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder Shareholders severally and not jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and Agreement, the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals and the Company, as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “"Custody Agreement") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and Custody Agreement”by the Registration Statement (the "Power of Attorney") will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or bylaws by-laws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entitya corporation), (iii) or any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No no consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky Blue Sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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, to 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 Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Shares to be sold by such Selling Shareholder pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) The Custody Agreement and the Power of Attorney and Custody Agreement has have been duly authorized, executed and delivered by such Selling Shareholder and is a are valid and binding agreement agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be broughtShareholder. (ef) Upon payment for Delivery of the Shares to be sold by such 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 Agreement 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, pass title to such Shares may be asserted against the Underwriters with respect to such free and clear of any security entitlement; for purposes of this representationinterests, such Selling Shareholder may assume that when such paymentclaims, delivery liens, equities 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. (f) Such Selling Shareholder 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 Agreementother encumbrances. (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, misleading and (ii) 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 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, and (iii) 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 representations and warranties set forth in this paragraph 2(g) are limited but only with reference to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectusany preliminary prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters Selling Shareholders, severally and not jointly, represents, warrants and covenants to each Underwriter that: (a) This Such Selling Shareholder has full power and authority to enter into this Agreement and the International Underwriting Agreement. All authorizations and consents necessary for the execution and delivery by such Selling Shareholder of the Agreement and Power of Attorney, and for the execution of this Agreement and the International Underwriting Agreement on behalf of such Selling Shareholder, have been given. Each of the Agreement and Power of Attorney, this Agreement and the International Underwriting Agreement has been duly authorized, executed and delivered by or on behalf of such Selling ShareholderShareholder and constitutes a valid and binding agreement of such Selling Shareholder and is enforceable against such Selling Shareholder in accordance with the terms thereof and hereof. (b) The execution Such Selling Shareholder now has, and at the time of delivery thereof hereunder will have, (i) good and marketable title to the Shares to be sold by such Selling Shareholder ofhereunder and under the International Underwriting Agreement, free and clear of all liens, encumbrances and claims whatsoever (other than pursuant to the Agreement and Power of Attorney), and the performance (ii) full legal right and power, and all authorizations and approvals required by law, to sell, transfer and deliver such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact Shares to the extent set forth therein U.S. Underwriters hereunder and relating to the deposit International Underwriters under the International (c) On the Closing Date or the Option Closing Date, as the case may be, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold by such Selling Shareholder to the several Underwriters hereunder and to the International Underwriters under the International Underwriting Agreement will have been fully paid or provided for by such Selling Shareholder and all laws imposing such taxes will have been fully complied with. (d) The performance of this Agreement and the “Power International Underwriting Agreement and the consummation of Attorney the transactions contemplated hereby and Custody Agreement”) thereby will not contravene (i) result in the creation or imposition of any provision lien, charge or encumbrance upon any of applicable law, (ii) the certificate of incorporation or bylaws assets of such Selling Shareholder (if pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the acceleration of any obligation under, any contract or other agreement to which such Selling Shareholder is an entity) a party or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon by which such Selling Shareholder or (iv) any of its property is bound or affected, or under any ruling, decree, judgment, order order, statute, rule or decree regulation of any court or other governmental body, agency or court body having jurisdiction over such Selling Shareholder, except in Shareholder or the cases of clause (iii) as would not, individually or in the aggregate, impair the ability property of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. Shareholder. (e) No consent, approval, authorization or order of, or any filing or qualification declaration with, any court or governmental agency or body or agency is required for the performance consummation by such Selling Shareholder of the transactions on its obligations part contemplated herein, in the International Underwriting Agreement and in the Agreement and Power of Attorney, except such as have been obtained under this Agreement the Act or the Power of Attorney Rules and Custody Agreement of Regulations and such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the under state securities or blue sky Blue Sky laws or the by-laws and regulations rules of the various states NASD in connection with the offer purchase and sale distribution by the U.S. Underwriters of the Shares. (c) 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 U.S. 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (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 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, 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 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 UCCShareholder. (f) Such Selling Shareholder has no knowledge of any material fact or condition not set forth in the Registration Statement or the Prospectus which has adversely affected, or may adversely affect, the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company, and the sale of the Shares proposed to be sold by such Selling Shareholder 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 Agreementsuch knowledge. (ig) The With respect to all information pertaining to such Selling Shareholder contained in the Registration Statement, when it became effective, did not contain and, Statement and the Prospectus (as amended or supplemented, if applicablethe Company shall have filed with the Commission any amendment or supplement thereto), the Registration Statement and Prospectus complied and will comply with all applicable provisions of the Act and the Rules and Regulations, contain and will contain all statements required to be stated therein in accordance with the Act and the Rules and Regulations, and does not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (h) To the best knowledge of such Selling Shareholder, (ii) the Time of Sale Prospectus does not, and, at the time of each sale representations and warranties of the Shares Company contained in Section 3 are true and correct. (i) Other than as permitted by the Act and the Rules and Regulations, such Selling Shareholder has not distributed and will not distribute any preliminary prospectus, the Prospectus or any other offering material 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 sale of the circumstances Shares. Such Selling Shareholder has not taken, directly or indirectly, any action intended, or which might reasonably be expected, to cause or result in, under the Act or otherwise, or which they were madehas constituted, not misleading, and (iii) the Prospectus does not contain and, as amended stabilization 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 manipulation of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to price of any security of the Company to facilitate the sale or resale of the Shares. (j) Certificates in writing negotiable form for the U.S. Firm Shares to be sold hereunder and the International Shares to be sold under the International Underwriting Agreement by such Selling Shareholder expressly have been placed in custody, for use in the Registration Statementpurpose of making delivery of such U.S. Firm Shares and International Shares under this Agreement and the International Underwriting Agreement, under the Time Agreement and Power of Sale Prospectus, Attorney which appoints _______ as custodian (the Prospectus or any amendments or supplements thereto"Custodian") for each Selling Shareholder.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Shareholder now has, and on the Closing Date and any Option Closing Date will have, good and marketable title to the Shares to be sold by such Selling Shareholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer. (b) Such Selling Shareholder now has, and on the Closing Date and any Option Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement, and upon delivery of and payment for such Shares hereunder, the several Underwriters will acquire good and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution Shareholder and delivery by such Selling Shareholder of, are the valid and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws binding agreements of such Selling Shareholder (if enforceable against such Selling Shareholder is an entityin accordance with their terms. (d) Neither the execution and delivery of this Agreement or other organizational documents the Custody Agreement by or on behalf of such Selling Shareholder (if such Selling Shareholder is another type nor the consummation of entity), (iii) any agreement the transactions herein or other instrument binding upon such Selling Shareholder therein contemplated by or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability on behalf of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No requires any consent, approval, authorization or order of, or filing or qualification registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is official (except such as may be required for under the performance by Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Shareholder of its obligations under this Agreement is a party or the Power of Attorney and Custody Agreement by which such Selling Shareholder is or may be bound or to which any such Selling Shareholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgment, injunction, order or decree applicable to such Selling Shareholder or to any property or assets of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) 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 and the Power of Attorney and Custody Agreement 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 Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. (e) Upon payment for The Registration Statement and the Shares Prospectus, insofar as they relate to be sold by such Selling Shareholder pursuant to this AgreementShareholder, 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 do not 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, 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 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. (f) Such Selling Shareholder 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, . (iif) Such Selling Shareholder does not have any actual knowledge or any reason to believe that the Time of Sale Prospectus does not, and, at the time of each sale of the Shares in connection with the offering when Registration Statement or 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 amendment or supplement thereto) contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and . (iiig) 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 The representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to of such Selling Shareholder furnished to in the Company in writing by such Custody Agreement are, and on the Closing Date and any Option Closing Date will be, true and correct. (h) Such Selling Shareholder expressly for use has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares, except as described in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto.

Representations and Warranties of the Selling Shareholders. (a) Each of the Selling Shareholder severally Shareholders represents and warrants to to, and agrees with each of with, the Underwriters thatUnderwriter as follows: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares. (c) Such Selling Shareholder is the record and beneficial owner of, and has, and on the Closing Date will have, valid and marketable title to, or a valid “security entitlement” within to the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares Securities to be sold by such Selling Shareholder Shareholder, free and clear of all security interests, claims, liens, restrictions on transferability, legends, proxies, equities or other encumbrances encumbrances; and upon delivery of and payment for such Securities hereunder, the legal right Underwriter will acquire valid and powermarketable title thereto, free and clear of any security interests, claims, liens, restrictions on transferability, legends, proxies, equities or other encumbrances. Such Selling Shareholder is selling the Securities for such Selling Shareholder’s own account and is not selling such Securities, directly or indirectly, for the benefit of the Company, and no part of the proceeds of such sale received by such Selling Shareholder will inure, either directly or indirectly, to the benefit of the Company other than as described in the Registration Statement, the Time of Sale Disclosure Package and Prospectus. (ii) The certificates representing the Securities to be sold by such Selling Shareholder pursuant to this Agreement have been duly and properly endorsed in blank for transfer, or are accompanied by all authorization documents duly and approval required by lawproperly executed that are necessary to validate the transfer of title thereto, to the Underwriter, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever. (iii) Such Selling Shareholder has the power and authority to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Shares Securities to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (div) The Power of Attorney and Custody This Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is constitutes a valid and binding agreement of such Selling Shareholder Shareholder, enforceable against such Selling Shareholder in accordance with its terms, except (i) as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ the rights generally, of creditors generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses general principles of equity. The execution and to delivery of this Agreement and the discretion performance of the terms hereof and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound, or any law, regulation, order or decree applicable to such Selling Shareholder except where any such breach or violation would not, individually or in the aggregate, materially impair such Selling Shareholder’s ability to meet its obligations under this Agreement; no consent, approval, authorization or order of, or filing with, any court before which any proceeding may be brought. (e) Upon payment or governmental agency or body is required for the Shares to be execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Securities being sold by such Selling Shareholder pursuant to this AgreementShareholder, delivery of except such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by required under the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede Securities Act or such other nominee and the crediting of such Shares on the books of DTC to state 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, 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 laws 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 UCCblue sky laws. (fv) Such Selling Shareholder is has not prompted by distributed and will not distribute any prospectus or other offering material information concerning in connection with the Company or its subsidiaries which is not set forth in offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Securities Act to sell its Shares pursuant be distributed by such Selling Shareholder. Such Selling Shareholder has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except in accordance with the provisions of Section 5(a)(xv) hereof and set forth on Schedule II. (vi) Other than as contemplated by this Agreement and except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from such Selling Shareholder any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions contemplated by this Agreement. (ivii) The Such Selling Shareholder has reviewed the Registration Statement, when it became effectivethe Time of Sale Disclosure Package and the Prospectus and none of the Registration Statement, did not contain and, as amended the Time of Sale Disclosure Package or supplemented, if applicable, will not contain the Prospectus contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading regarding such Selling Shareholder but only to the Time of Sale Prospectus does not, and, at extent that any statements in or omissions from 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)Registration Statement, the Time of Sale Prospectus, as then amended Disclosure Package 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) 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 are based on 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(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to included in the Company in writing by such sections captioned “Selling Shareholder expressly for use Shareholder” and “Selling Shareholders” in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, . (b) Any certificate signed by a Selling Shareholder and delivered to you or to counsel for the Prospectus or any amendments or supplements theretoUnderwriter shall be deemed a representation and warranty by such Selling Shareholder to the Underwriter as to the matters covered thereby.