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

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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (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; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, 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 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”), will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other constitutive or organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a legal entity), as applicable, 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, except in the case of clauses (i), ) and (iii) and (iv), where for such contravention that would not impair in any have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under this Agreementconsummate the transactions contemplated hereby, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the Securities Act, the Exchange Act and the securities or Blue Sky laws of the various jurisdictions states and (B) such others as have been obtained in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder hashas (or, upon the exercise of vested stock options into Ordinary Shares, will have on or prior to the Closing Date), and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and constitute valid and legally binding obligations of each such Selling Shareholder enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) enforceability of any indemnification or contribution provision that may be limited under the federal and state securities laws. (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, (w) the Underwriters are purchasing such Shares without notice of any adverse claim, (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 by-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 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) as of the Applicable Time, the Time of Sale Prospectus does notdid not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, and at in the time of each sale light of the Shares in connection circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together 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, 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 Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(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 or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, as to itself 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 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws (or other similar organizational documents documents) of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation or other entity), or (iii) any agreement or other instrument binding upon such Selling Shareholder Shareholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptprovided that, in the case of clauses (i), ) and (iii) and (iv)above, where for any such contravention that would not impair individually or in any material respect the aggregate materially interfere with the consummation of the transactions contemplated by the Agreement or the Custody Agreement and Power of Attorney or the ability of such Selling Shareholder’s ability Shareholder to fulfill perform its obligations under this Agreementhereunder and thereunder, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the United States federal and state securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares. (c) With respect to the Shares to be sold by such Selling Shareholder or as would not impair in any material respect that are outstanding on the date hereof, such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, has and immediately prior to on the Closing Date will have, and with respect to such Shares to be sold upon exercise of warrants, 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances (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, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditor rights and to general principles of 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”) 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) Neither the Selling Shareholder, nor, to the knowledge of the Selling Shareholder, any of its subsidiaries, nor, any of their respective directors, officers, or employees has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving 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) to influence official action or secure an improper advantage. (g) 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 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. (h) Such Selling Stockholder 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, (iii) 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)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (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 that 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; provided that the representations and warranties set forth in this paragraph 2(e2(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 or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fj) Each Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedhas executed a “lock-up” agreement, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth substantially in the Time form of Sale Prospectus 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 Prospectus, date hereof and pursuant to shall be in full force and effect as of the terms of this AgreementClosing Date.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointlysolely with respect to itself, 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 Shareholders of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement to be 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or Shareholder, (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), where any such contravention as would not impair in any material respect affect the validity of the Shares to be sold by such Selling Shareholder’s Shareholder or materially impair the ability of such Selling Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or, if applicable, the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent(a) as have been made or obtained under the Securities Act or the Exchange Act, approval(b) the consents, authorization approvals, authorizations, registrations or order of, or qualification, as has been obtained and qualifications as may be required by Financial Industry Regulatory Authority, Inc. (“FINRA”) and the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares, and (c) any such consent as would not affect the validity of the Shares to be sold by such Selling Shareholder or as would not materially impair in any material respect the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this AgreementAgreement or the Time of Sale Prospectus. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances adverse claims (within the meaning of Section 8-102 of the UCC) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney will be duly authorized, executed and delivered by such Selling Shareholder and will be valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, 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 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”)) 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 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 Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (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) 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, (iiiii) 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, (iv) 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, (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; provided that the representations and warranties set forth in this paragraph 2(e2(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 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 supplement thereto; it being , which information is understood and agreed that the only written information furnished to be limited to the Company by each information regarding such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, Prospectus under the Prospectus or any amendments or supplements thereto is the information relating to such caption “Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 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 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”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or by-laws or other organizational documents limited partnership agreement, as applicable, of such Selling Shareholder, as applicable, or (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, except that in the case of clauses (i), (iii) and (iv)) above, where such contravention would not impair not, individually or in any the aggregate, reasonably be likely to have a material respect adverse effect (1) on such Selling Shareholder’s , or (2) on the power or ability of such Selling Shareholder to fulfill perform its obligations under each of this Agreement, Agreement and no the Custody Agreement or to consummate the transactions contemplated hereby and by the Time of Sale Prospectus. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderand the Custody Agreement, except (x) such consent, approval, authorization or order of, or qualification, as has previously been obtained and as obtained, (y) may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (z) where the failure to obtain any such consent, approval, authorization or order, or qualification would not, individually or in the aggregated, reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair to consummate the transactions contemplated in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement and the Custody Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement 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 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 has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the 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 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 8‑303 of the UCC, (B) under Section 8-501 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 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 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. (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 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 5‎5), 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 (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 that the representations and warranties set forth in this paragraph 2(e‎2(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 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 the only written such information furnished is limited to the Company by each name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder expressly for use that appear in the footnotes under the caption “Selling Stockholders” in the Registration Statement, the any Time of Sale Prospectus, the Prospectus Prospectus, any issuer free writing prospectus and any amendment or any amendments or supplements supplement thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”). (fg) Each Such Selling Stockholder is not (1) an employee benefit plan subject to Part 4, Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986, as amended or (3) an entity deemed to hold "plan assets" of any such plan under Section 3(42) of ERISA. (h) Such Selling Shareholder represents and warrants that no stamp 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 issuance Person: (i) to finance any activities or transfer taxes business of or duties and no other taxes are with any Person or will be required in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to be withheld or deductedpay, or otherwise imposed on authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder, by (i) India ’s direct or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with indirect limited partners once such proceeds are no longer under the payments made under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth in if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementforegoing purposes.

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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (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; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that it is not (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended (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. (g) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) India, Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. (A) Each Selling ShareholderShareholder (jointly and severally as among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Tontine Partners, L.P., Tontine Overseas Fund, Ltd., Tontine 25 Overseas Master Fund, L.P. (together, the “Tontine Selling Shareholders”), and severally only and not jointly, jointly as between the Tontine Selling Shareholders and X. Xxxxxxx Drecoll) represents and warrants to and agrees with each of the Underwriters and the Company 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 signed by such Selling Shareholder and Xxxxx Fargo Bank, N.A., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”), will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any material 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the Securities Act or securities or Blue Sky laws of the various jurisdictions any relevant jurisdiction in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 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 has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the 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”)) 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. (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, (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 that the representations and warranties set forth in this paragraph 2(e2(A)(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 or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments amendment or supplements supplement thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fg) Each Such Selling Shareholder represents and warrants that no stamp is not prompted by any information concerning the Company or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as its subsidiaries which is not set forth in the Time of Sale Prospectus and the Prospectus, and to sell its Shares pursuant to the terms of 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 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, will not contravene (i) any provision of applicable law, or (ii) the operating agreement, limited liability company agreement, partnership agreement, certificate of incorporation or incorporation, by-laws or other organizational documents equivalent document of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, Shareholder except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, 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 Agreement, of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (e) 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”). (f) (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; provided that the representations and warranties set forth in this paragraph 2(e2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such any Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished by the Selling Shareholders consists of the following information in the Prospectus furnished on behalf of each Selling Shareholder: the name and address of each Selling Shareholder, the number of shares to the Company be sold by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or and any amendments or supplements footnotes regarding beneficial ownership related thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is 50% or more 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 comprehensive territorial Sanctions (at present, including, without limitation, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not, directly or knowingly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions in violation 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 in violation of Sanctions. (a) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative or controlled affiliate, in each case in their capacity as such, 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 have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) 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. (v) 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 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 the Selling Shareholder, threatened. (vi) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)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 any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointlysolely with respect to itself, 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 Shareholders of, and the performance by such Selling Shareholder of its obligations under, this 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 by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or Shareholder, (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iviii), where any such contravention as would not impair in any material respect affect the validity of the Shares to be sold by such Selling Shareholder’s Shareholder or materially impair the ability of such Selling Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or, if applicable, Power of Attorney of such Selling Shareholder, except such consent(a) as have been made or obtained under the Securities Act or the Exchange Act, approval(b) the consents, authorization approvals, authorizations, registrations or order of, or qualification, as has been obtained and qualifications as may be required by Financial Industry Regulatory Authority, Inc. (“FINRA”) and the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares, and (c) any such consent as would not affect the validity of the Shares to be sold by such Selling Shareholder or as would not materially impair in any material respect the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this AgreementAgreement or the Time of Sale Prospectus. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances adverse claims (within the meaning of Section 8-102 of the UCC) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Power of Attorney will be duly authorized, executed and delivered by such Selling Shareholder and will be valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, 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 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”)) 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 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 Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (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) 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, (iiiii) 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, (iv) 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, (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; provided that the representations and warranties set forth in this paragraph 2(e2(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 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 supplement thereto; it being , which information is understood and agreed that the only written information furnished to be limited to the Company by each information regarding such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, Prospectus under the Prospectus or any amendments or supplements thereto is the information relating to such caption “Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iiiii) any agreement or other instrument binding upon such Selling Shareholder or (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptexcept for any contravention that would not, singly or in the case aggregate, reasonably be expected to have a material adverse effect on the ability of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability Shareholder to fulfill its obligations under this Agreementconsummate the transactions contemplated hereby, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (i) such consentas may have previously been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares Shares, and (iii) for any such consents, approvals, authorizations, orders or qualifications, the absence of which would not, individually or in the aggregate, reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters Underwriter (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 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 share registry 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 Underwriter on the records of DTC will have been made pursuant to the UCC. (i) The Each part of the Registration Statement, when it became effective, did not contain andcontain, and each such part, 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 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) the Registration Statement as of the date hereof does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein 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 that the representations and warranties set forth in this paragraph 2(e) 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 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; thereto (it being understood and agreed that the only written such information furnished to so included is under the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section heading “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene any (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents limited partnership agreement of such Selling ShareholderShareholder (if such Selling Shareholder is a limited partnership), as applicable, or (iii) the trust agreements governing such Selling Shareholder (if such Selling Shareholder is a trust), (iv) any agreement or other instrument binding upon such Selling Shareholder, to the extent such agreement or instrument is material to the Selling Shareholder and its subsidiaries, taken as a whole, or (ivv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, Shareholder and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, in each case above as has have already been obtained and or as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon With respect to any Shares delivered by such 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. (e) With respect to any Shares delivered by such Selling Shareholder through DTC, 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 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) To the extent that any statements or omissions made in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or any amendments or supplements thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein, (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 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 any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, 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 any material fact required to be stated therein or necessary to make the statements thereintherein not misleading. In addition, in the light each Selling Shareholder listed on Schedule I-B hereto further represents and warrants to and agrees with each of the circumstances under which they were made, not misleading; provided that the representations Underwriters that: (h) The execution and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to delivery by such Selling Shareholder furnished to of, and the Company in writing performance by or on behalf of such Selling Shareholder expressly for use in the Registration Statementof its obligations under, the Time of Sale ProspectusCustody Agreement signed by such Selling Shareholder and Mellon Investor Services, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished LLC, as Custodian, relating to the Company deposit of the Shares to be sold by each such Selling Shareholder expressly for use in (the Registration Statement, “Custody Agreement”) and the Time Power of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to Attorney appointing certain individuals as such Selling Shareholder’s name and attorneys in fact to the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages extent set forth therein) , relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene any provision of applicable law, or the trust agreement governing such Selling Shareholder Information”). (f) Each if such Selling Shareholder represents and warrants that no stamp is a trust), or any agreement or other issuance instrument binding upon such Selling Shareholder or transfer taxes any judgment, order or duties and no other taxes are decree of any governmental body, agency or will be required to be withheld or deducted, or otherwise imposed on court having jurisdiction over such Selling Shareholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under the Custody Agreement or Power of Attorney of such Selling Shareholder. (i) India or (ii) Mauritius or Singapore (as applicable)The Custody Agreement and the Power of Attorney have been duly authorized, or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement executed and delivered by the Underwriter to or for the account such Selling Shareholder and are valid and binding agreements of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this AgreementShareholder.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 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 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”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or by-laws or other organizational documents limited partnership agreement, as applicable, of such Selling Shareholder, as applicable, or (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, except that in the case of clauses (i‎(i), (iii‎(iii) and (iv)‎(iv) above, where such contravention would not impair not, individually or in any the aggregate, reasonably be likely to have a material respect adverse effect (1) on such Selling Shareholder’s , or (2) on the power or ability of such Selling Shareholder to fulfill perform its obligations under each of this Agreement, Agreement and no the Custody Agreement or to consummate the transactions contemplated hereby and by the Time of Sale Prospectus. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderand the Custody Agreement, except (x) such consent, approval, authorization or order of, or qualification, as has previously been obtained and as obtained, (y) may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (z) where the failure to obtain any such consent, approval, authorization or order, or qualification would not, individually or in the aggregated, reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair to consummate the transactions contemplated in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement and the Custody Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement 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 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 has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the 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 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 8‑303 of the UCC, (B) under Section 8-501 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 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 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. (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 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 5‎5), 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 (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 that the representations and warranties set forth in this paragraph 2(e‎2(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 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 the only written such information furnished is limited to the Company by each name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder expressly for use that appear in the footnotes under the caption “Selling Stockholders” in the Registration Statement, the any Time of Sale Prospectus, the Prospectus Prospectus, any issuer free writing prospectus and any amendment or any amendments or supplements supplement thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”). (fg) Each Such Selling Stockholder is not (1) an employee benefit plan subject to Part 4, Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986, as amended or (3) an entity deemed to hold "plan assets" of any such plan under Section 3(42) of ERISA. (h) Such Selling Shareholder represents and warrants that no stamp 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 issuance Person: (i) to finance any activities or transfer taxes business of or duties and no other taxes are with any Person or will be required in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to be withheld or deductedpay, or otherwise imposed on authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder, by (i) India ’s direct or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with indirect limited partners once such proceeds are no longer under the payments made under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth in if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementforegoing purposes.

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 Agreement, will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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 case of clauses (i), (iii) and (iviii), where for such contravention conflicts as would not impair not, individually or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states or by FINRA or the NYSE in connection with the offer and sale of the Shares Shares, (B) for the registration under the Act of the Shares, (C) such consents, approvals, authorizations, orders, registrations or qualifications that have been, or prior to the Closing Date will be, obtained or made and, (D) where the failure to obtain any such consent, approval, authorization, order, registration or qualification would not reasonably be sold by such expected to materially impair the ability of the Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately has valid title to the Units to be exchanged for Shares prior to the Closing Date or the Option Closing Date, as the case may be, pursuant to the exchange described herein, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; upon the completion of the exchange described herein, such Selling Shareholder will have, on the Closing Date or the Option Closing Date, as the case may be, 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 pursuant to this Agreement Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; and such Selling Shareholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement 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) 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, law and (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. (i) The Selling Shareholder Information (as defined below) contained 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 the statements therein not misleading, misleading and (ii) the Selling Shareholder Information contained in the Prospectus or Time of Sale Prospectus does not, 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 and does not or will not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided it being understood and agreed that for all purposes of this Agreement, the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with only information relating to such Selling Shareholder furnished to the Company in writing and the Underwriters 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time thereto consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the any information relating to its holdings of Common Shares set forth such Selling Shareholders in the section table (including the footnotes thereto) under the heading “Selling ShareholdersStockholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant the “Selling Shareholder Information” for such Selling Shareholder shall be limited to the terms of this Agreementsuch information.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 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 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”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or by-laws or other organizational documents limited partnership agreement, as applicable, of such Selling Shareholder, as applicable, or (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, except that in the case of clauses (i‎(i), (iii‎(iii) and (iv)‎(iv) above, where such contravention would not impair not, individually or in any the aggregate, reasonably be likely to have a material respect adverse effect (1) on such Selling Shareholder’s , or (2) on the power or ability of such Selling Shareholder to fulfill perform its obligations under each of this Agreement, Agreement and no the Custody Agreement or to consummate the transactions contemplated hereby and by the Time of Sale Prospectus. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderand the Custody Agreement, except (x) such consent, approval, authorization or order of, or qualification, as has previously been obtained and as obtained, (y) may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (z) where the failure to obtain any such consent, approval, authorization or order, or qualification would not, individually or in the aggregated, reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair to consummate the transactions contemplated in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement and the Custody Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement 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 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 has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the 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 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 8‑303 of the UCC, (B) under Section 8-501 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 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 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. (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 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 5‎5), 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 (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 that the representations and warranties set forth in this paragraph 2(e‎2(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 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 the only written such information furnished is limited to the Company by each name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder expressly for use that appear in the footnotes under the caption “Selling Stockholders” in the Registration Statement, the any Time of Sale Prospectus, the Prospectus Prospectus, any issuer free writing prospectus and any amendment or any amendments or supplements supplement thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”). (fg) Each Such Selling Shareholder represents and warrants that no stamp 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 issuance Person: (i) to finance any activities or transfer taxes business of or duties and no other taxes are with any Person or will be required in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to be withheld or deductedpay, or otherwise imposed on authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder, by (i) India ’s direct or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with indirect limited partners once such proceeds are no longer under the payments made under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth in if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementforegoing purposes.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, as applicable, 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate, reasonably be expected to have a material respect adverse effect on such Selling Shareholder’s ability to fulfill perform of its obligations under this Agreement, and no . No consent, approval, authorization or order of, 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 of such Selling ShareholderAgreement, except (i) such consentas may have already been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date and any 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 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 successfully 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 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. (e) Such Selling Shareholder has delivered to the Underwriter an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) Such Selling Shareholder has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares in violation of Regulation M under the Exchange Act. (g) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (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 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 5‎5), 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; provided that the representations and warranties set forth in this paragraph 2(e2(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 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 written information furnished to the Company by each such Selling Shareholder expressly for use 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, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Prospectus in the section table (and corresponding footnotes) under the caption “The Selling Shareholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or, 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 (currently Crimea, Cuba, Iran, North Korea and Syria). (ii) Except as permitted for a Person required to comply with Sanctions, 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) Except as permitted for a Person required to comply with Sanctions, for the past five years, 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 any of its subsidiaries, or, 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 have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) 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. (v) 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 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 the Selling Shareholder, threatened. (j) Such Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code 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. (k) The Selling Shareholder that is a non-U.S. person (the “Non-U.S. Selling Shareholder”) represents that no stamp stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other issuance or transfer taxes or duties and no other taxes are payable by or will be required on behalf of the Underwriter, the Company or any of its subsidiaries in the Netherlands or to be withheld any taxing authority thereof or deducted, or otherwise imposed on such Selling Shareholder, by therein in connection with (i) India the execution, delivery or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under consummation of this Agreement by the Non-U.S. Selling Shareholder, (ii) the sale and delivery of the Shares by the Non-U.S. Selling Shareholder to the Underwriter to or for purchasers procured by the account Underwriter, or (iii) the resale and delivery of such Shares by the Underwriter in the manner contemplated herein. (l) The Non-U.S. Selling Shareholder as set forth in has the Time of Sale Prospectus and the Prospectuspower to submit, and pursuant to Section 20(a) has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 20(a)), and has the power to designate, appoint and empower, and pursuant to Section 20(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 AgreementAgreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters and the Company that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The Assuming the accuracy of the representations of the other parties hereto and the performance by the other parties of their agreements hereunder, the execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation formation, certificate of limited partnership, limited partnership agreement or by-laws or other organizational documents limited liability company agreement, each as amended to date, as applicable, of such Selling Shareholder, as applicable, 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, except in the case of clauses clause (i), (iii) and (iv), where such contravention ) as would not impair result in any a material respect adverse effect on such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no . (c) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may (i) have previously been made or obtained, (ii) be required under the Securities Act or the Exchange Act and (iii) be required by the state securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (cd) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, 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 Units to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares Units to be sold by such Selling Shareholder. (e) Delivery of the Units to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon and payment for the Shares to be sold by such Selling Shareholder 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 Units without notice of an adverse claim. (f) The collective reference to the Underwriters with respect name of such Selling Shareholder, the number of shares of Common Stock beneficially owned by such Selling Shareholder, after giving effect to such security entitlement; for purposes any conversions of this representation, convertible securities or exercises of warrants and the information set forth in the applicable footnotes relating to such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered as set forth under “Selling Shareholders” in the name of Cede or another nominee designated by DTC, in each case on Prospectus Supplement (the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y“Selling Shareholder Information”) 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. (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 in order to make the statements thereinsuch statements, in the light of the circumstances under which they such statements were made, not misleading; provided that . (g) Subject to and except with respect to the representations and warranties set forth right to purchase Shares in the offering of the Shares pursuant to this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to Agreement, such Selling Shareholder furnished hereby waives all rights under Section 4.1 of the Amended and Restated Stockholders’ Agreement, dated as of January 9, 2009, among the Company and the Selling Shareholders, with respect to the Company in writing by or on behalf offering 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of 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 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, will not contravene (i) any provision of applicable law, or (ii) the operating agreement, limited liability company agreement, partnership agreement, certificate of incorporation or incorporation, by-laws or other organizational documents equivalent document of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, Shareholder except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, 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 Agreement, of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (e) 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”). (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; provided that the representations and warranties set forth in this paragraph 2(e2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such any Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished by the Selling Shareholders consists of the following information in the Prospectus furnished on behalf of each Selling Shareholder: the name and address of each Selling Shareholder, the number of shares to the Company be sold by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or and any amendments or supplements footnotes regarding beneficial ownership related thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fg) Each (i) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is 50% or more 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 comprehensive territorial Sanctions (at present, including, without limitation, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not, directly or knowingly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions in violation 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 in violation of Sanctions. (a) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative or controlled affiliate, in each case in their capacity as such, 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 have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) 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. (v) 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 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 the Selling Shareholder, threatened. (vi) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)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 any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect respects such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (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; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares Shareholder set forth in the section “Principal and Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to 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 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents or partnership agreements of such Selling Shareholder, as applicableor other applicable governing document, 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, except in the case of clauses (i), (iii) and (iv), where such contravention as would not impair not, individually or in any material respect such the aggregate, reasonably be expected to have a materially adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this AgreementAgreement (a “Selling Shareholder Material Adverse Effect”). Further, and no consent, approval, authorization or order of, 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 of such that, if not obtained, would not, individually or in the aggregate reasonably be expected to have a Selling Shareholder, except such consent, approval, authorization Shareholder Material Adverse Effect or order of, or qualification, as has been obtained and as which may be required by the applicable securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date and the 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 (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement on such date free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 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 incorporationorganizational documents, bylaws partnership agreements 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. (ie) The Registration Statement, when it became effective, did 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”). (f) Such Selling Shareholder has not contain and, as amended or supplemented, if applicable, taken and will not contain take, directly or indirectly, any untrue statement of a material fact action that is designed to or omit that has constituted or might reasonably be expected to state a material fact required to be stated therein cause or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale result in stabilization or manipulation 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 price of the circumstances under which they were made, not misleading and Shares. (iiig) To the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain extent that any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) 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 or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments amendment or supplements thereto; it being understood supplement thereto are made in reliance upon and agreed that in conformity with the only written information relating to such Selling Shareholder furnished to the Company by each such Selling Shareholder expressly for use in the therein, such Registration Statement, the Time of Sale Prospectus, the Prospectus or and any further amendments or supplements thereto is do not and will not contain any untrue statement of a material fact or omit to state any material fact (in the case of the Registration Statement, required to be stated therein) or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading; it being understood and agreed that the only such information relating furnished by such Selling Shareholder to the Company consists of (A) the legal name, address and the number of Shares beneficially owned by such Selling Shareholder before and after the offering and (B) the other information with respect to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Shareholder (excluding percentages) which appear in the section table (and corresponding footnotes) under the caption “Selling ShareholdersStockholders” (except for in the percentages set forth therein) Prospectus (the “Selling Shareholder Information”). (fi) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on 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, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (iA) India the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, the so-called Donstsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (ii) Mauritius Such Selling Shareholder will not, directly or Singapore (as applicable)indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any political subdivision subsidiary, joint venture partner or taxing authority thereof, on other Person: (A) to fund or facilitate any activities or business of or with any Person or in connection any country or territory that, at the time of such funding or facilitation, is the subject or target of Sanctions, except to the extent permitted for a Person required to comply with Sanctions; or (B) in furtherance of any offer, payment, promise to pay, or authorization of the payments made payment or giving of money, or anything else of value, to any Person in violation of any Anti-Money Laundering Laws or any applicable anti-bribery or anti-corruption laws. Provided that this Section 2(h)(ii) shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder’s direct or indirect limited partners once such proceeds are no longer under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the foregoing purposes. (i) Such Selling Shareholder has been duly organized and is validly existing and in good standing (or foreign equivalent) under the laws of its jurisdiction of organization, with power and authority (corporate and other) to enter into this Agreement. (j) The obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, in the Time case of Sale Prospectus and a partnership or corporation, by the Prospectusdissolution of such partnership, and pursuant limited liability company or corporation, or by the occurrence of any other event; if any such partnership, limited liability company or corporation should be dissolved, or if any other such event should occur, before the delivery of the Shares to be sold by such Selling Shareholder hereunder, certificates representing the Shares to be sold by such Selling Shareholder hereunder shall be delivered by or on behalf of the Selling Shareholders in accordance with the terms and conditions of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally jointly (conjointement) and not jointlysolidarily, represents and warrants to to, and agrees with with, the Company and each Underwriter in respect of the Shares to be sold by it to the Underwriters that:as set forth below in this Section 2. (a) The Selling Shareholder has been duly constituted and is validly existing as a legal person or entity, in good standing under the laws governing its constitution, with the requisite power and authority to own the Shares being sold by it hereunder. (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such the Selling Shareholder. (bc) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of this Agreement, the compliance by the Selling Shareholder with its obligations hereunder and the sale by the Selling Shareholder of the Shares to the Underwriters hereunder, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, this Agreement will not contravene (i) any provision material indenture, mortgage, deed of applicable lawtrust, or (ii) the certificate of incorporation or by-laws loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the material property or assets of the Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such the Selling Shareholder or (iv) any judgmentstatute or any order, order rule or decree regulation of any court or governmental body, agency or court body having jurisdiction over such the Selling Shareholder, except, in the case Shareholder or any of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, properties; and no consent, approval, authorization or order ofauthorization, order, registration or qualification with, of or with any such court or governmental agency or body or agency is required for the performance sale of the Shares or the consummation by such the Selling Shareholder of its obligations under the transactions contemplated by this Agreement of such Selling ShareholderAgreement, except such consentas have been or will be obtained or made no later than the First Time of Delivery under Canadian Securities Laws and the Securities Act, approvalpursuant to filings with the National Association of Securities Dealers, authorization or order of, or qualification, as has been obtained Inc. and such as may be required by under the securities or Blue Sky blue sky laws of the various jurisdictions states of the United States in connection with the offer purchase and sale distribution of the Shares by the Underwriters in the manner contemplated herein and in the Canadian Prospectus and the U.S. Prospectus. (d) Except with respect to the rights set forth in the registration rights agreement and the investor rights agreement described under "Arrangements with Major Shareholders" in the Canadian Prospectus and the U.S. Prospectus (which the Selling Shareholder acknowledges and agrees are not applicable to the transactions contemplated hereunder or for which appropriate consents or waivers have been given and obtained), the Selling Shareholder is the sole record owner of the Shares to be sold by such it hereunder and has the exclusive right to dispose of the Shares as provided in this Agreement. The Shares to be acquired from the Selling Shareholder hereunder will be acquired with good and marketable title, free and clear of any and all hypothecs, mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or as would not impair in rights of others of any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementnature or kind whatsoever. (ce) Such No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, requisition or transfer from the Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 any of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder him hereunder, or any interest therein or right thereto, except with respect to the rights set forth in the investor rights agreement described under "Arrangements with Major Shareholders" in the Canadian Prospectus and the U.S. Prospectus (for which appropriate consents or waivers have been given and obtained), except pursuant to this Agreement free and clear Agreement, and, in the case of all security interestsTelesystem Ltd., claims, liens, equities or other encumbrances except for the rights of Caisse de depot et placement du Quebec under a debenture convertible into 15,850,000 Shares. (f) Except with respect to the rights set forth in the investor rights agreement described under "Arrangements with Major Shareholders" in the Canadian Prospectus and the legal right and powerU.S. Prospectus, and all authorization and approval required by law, the Selling Shareholder has not previously granted or agreed to enter into this Agreement and to sell, transfer and deliver grant any ongoing proxy in respect of the Shares to be sold by such Selling Shareholder him hereunder or a security entitlement in entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to such Shares. (dg) Upon payment for At the Shares time the Registration Statement became effective under the Securities Act and at all times subsequent thereto up to be sold and including each Time of Delivery, to the extent that any statements or omissions made in the Canadian Prospectus or U.S. Prospectus are made in reliance upon and in conformity with information furnished in writing to the Company by such the Selling Shareholder pursuant to this Agreement(the "Selling Shareholder Information") expressly for use therein, 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 Selling Shareholder Information in the name of Cede or such other nominee Canadian Prospectus and the crediting of such Shares on U.S. Prospectus did, and the books of DTC Selling Shareholder Information in the Canadian Prospectus or U.S. Prospectus will, conform in all material respects to securities accounts the requirements of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within Canadian Securities Laws, the meaning of Section 8-105 Securities Act and the rules and regulations 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 Commission thereunder 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. (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 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; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fh) Each The Selling Shareholder represents and warrants that no stamp is not aware of any material information concerning the Company which has not been publicly disclosed, the dissemination of which may reasonably be expected to have a material impact on the market price or other issuance value of the Common Shares. The Selling Shareholder has not taken, directly or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedindirectly, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter action which was designed to or for the account of such Selling Shareholder as set forth which has constituted or which might reasonably be expected to cause or result in the Time stabilization or manipulation of Sale Prospectus and the Prospectus, and pursuant price of any security of the Company to facilitate the terms sale or resale of this Agreementthe Shares.

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 underunder this Agreement, this Agreement will not contravene (i) any provision of applicable lawlaw applicable to such Selling Shareholder, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation, as applicablelimited 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this Agreement, Agreement and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except (i) such consentas may have already been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (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 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 (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 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. (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”). (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; provided , except that the representations and warranties set forth in this paragraph 2(e2(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, the Prospectus or any amendments or supplements thereto; it being understood and agreed that for purposes of this Agreement, the only written information furnished to the Company by each such Selling Shareholder expressly for use 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, the Time of Sale Prospectus, statement or the Prospectus or any amendments or supplements thereto is in the information relating table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each of the Selling ShareholderShareholders hereby represents and warrants, severally and not jointly, represents and warrants to and agrees with each of the Underwriters thatUnderwriter as follows: (a) The Selling Shareholder has caused certificates for the number of Shares to be sold by such Selling Shareholder hereunder to be delivered to _______________ (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 ____________, 1999 between the Custodian and the Selling Shareholder (the "Custody Agreement"). (b) The Selling Shareholder has granted an irrevocable power of attorney (the "Power of Attorney") to the person named therein, on behalf of the 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 the Selling Shareholder pursuant hereto. (c) This Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement has have each been duly authorized, executed and delivered by or on behalf of such the Selling Shareholder.Shareholder and, assuming due authorization, execution and delivery by the other (bd) The execution and delivery by such the Selling Shareholder of, of this Agreement and the performance by such the Selling Shareholder of its obligations under, under this Agreement (i) will not contravene (i) any provision of applicable law, statute, regulation or (ii) the certificate of incorporation filing or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such the Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such the Selling Shareholder, except, in the case of clauses (i), (iiiii) and (iv), where such contravention would does not impair in require any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, of or qualification with, registration or filing with any court or governmental agency or body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderhaving jurisdiction over it, except (assuming the accuracy of Section 4(x) above) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or and Blue Sky laws of the various jurisdictions states and any actions required by the NASD in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to be sold by such the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subject, except in each case as would not impair in any have a material respect such adverse effect on the Selling Shareholder’s 's ability to fulfill its perform his or her obligations under this Agreementhereunder. (ce) Such The Selling Shareholder has, and immediately prior to on the Firm Shares Closing Date will have, valid good and marketable 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 the Selling Shareholder pursuant to this Agreement 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. (f) The Selling Shareholder has, and all authorization on the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Shareholder or a security entitlement in respect of such Sharesthe manner provided by this Agreement. (dg) Upon delivery of and payment for the Shares to be sold by such the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the several Underwriters will acquire a valid security entitlement in respect of such Shares receive good and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, marketable title to such Shares may be asserted against the Underwriters with respect to such free and clear of any lien, claim, 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 interest 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 encumbrance. (ih) The All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration StatementStatement is, when it became effectiveand on each Closing Date will be, did not contain andtrue, as amended or supplementedcorrect, if applicableand complete, 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 and does not, and at the time of on 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 any 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, such information not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with . 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, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision statute, rule, regulation or order of applicable lawany governmental agency or body or any court, domestic or foreign, having jurisdiction over such Selling Shareholder, (ii) the certificate of incorporation limited partnership or by-laws or other organizational documents limited partnership agreement of such Selling Shareholder, as applicable, 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (e) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the 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 and at any Option Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companyand supplemented, if applicable, will not, contain include any 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, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not include any 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 (iiiv) the Prospectus Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, will not contain include, 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such the Selling Shareholder furnished to the Company in writing by or on behalf of such the 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 written information furnished by the Selling Shareholder consists of the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Company by each Selling Shareholder expressly for use (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, any issuer free writing prospectus, road show, any preliminary prospectus and the Prospectus (or any amendments supplement or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth amendment thereto) in the section table (and corresponding footnotes) under the caption “Principal and Selling ShareholdersStockholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fg) Each (i) None of such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required any of its subsidiaries, or, to be withheld or deducted, or otherwise imposed on the knowledge of such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable)any director, officer, employee, agent, representative, or any political subdivision or taxing authority affiliate thereof, on 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 connection with a country or territory that is the payments made under this Agreement by the Underwriter to or for the account subject of such Selling Shareholder as set forth in the Time of Sale Prospectus Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and the Prospectus, and pursuant to the terms of this AgreementSyria).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate agreement of incorporation or by-laws or other organizational documents trust of such Selling ShareholderShareholder (if such Selling Shareholder is a trust), as applicable, 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, except in the case of clauses (i), (iii) and - (iv), where any such contravention in the aggregate would not impair reasonably be expected to result in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementa Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except where the failure to obtain or make any such consent, approval, authorization authorization, registration or order ofqualification would not, individually or qualificationin the aggregate, as has been obtained and as may reasonably be required by the securities or Blue Sky laws of the various jurisdictions expected to result in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementa Material Adverse Effect. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 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. (e) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and 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; provided , except that the representations and warranties set forth in this paragraph 2(e2(g) are limited apply solely 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 the Selling Shareholder Shareholders 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 written such information furnished to the Company by each any Selling Shareholder expressly for use consists of (x) the legal name and address of such Selling Shareholder and (y) the number of shares of Common Stock owned by such Selling Shareholder before and after the offering (excluding percentages) that appears in the Registration Statement, table (and corresponding footnotes) under the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name caption “Principal and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required any of its subsidiaries, if any, or, to be withheld or deducted, or otherwise imposed on the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (iA) India 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) Mauritius Such Selling Shareholder will not, directly or Singapore (as applicable)indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any political subdivision subsidiary, joint venture partner or taxing authority thereof, on other Person: (A) to fund or facilitate any activities or business of or with any Person or in connection 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 five years, 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 payments made under this Agreement by time of the Underwriter to dealing or for transaction is or was the account subject of Sanctions. (iv) (a) None of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectusor its subsidiaries, and pursuant if any, or, to the terms knowledge of this Agreementsuch Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof has taken or will take any action in furtherance of an unlawful 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 anti-corruption laws applicable to such Selling Shareholder and its subsidiaries, if any; (b) such Selling Shareholder and its subsidiaries, if any, have conducted their businesses in compliance with anti-corruption laws applicable to such Selling Shareholder and its subsidiaries, if any; and (c) neither the Selling Shareholder nor any of its subsidiaries, if any, 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 anti-corruption laws applicable to such Selling Shareholder and its subsidiaries, if any.

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, the Custody Agreement signed by such Selling Shareholder and Mellon Investor Services, 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, relating to the transactions contemplated hereby and by the Registration Statement (the "POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws of such Selling Shareholder (if such Selling Shareholder is a corporation), or other the limited liability company operating agreement of such Selling Shareholder (if such Selling Shareholder is a limited liability company), or the partnership agreement of such Selling Shareholder (if such Selling Shareholder is a general or limited partnership), or the organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is not a corporation, as applicablelimited liability company or partnership), 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, exceptexcept for any contraventions of an agreement, instrument, judgment, order or decree which would not, individually or in the case of clauses (i)aggregate, (iii) and (iv), where such contravention would not impair in any material respect adversely affect such Selling Shareholder’s 's ability to fulfill its obligations under and consummate the transactions contemplated by this Agreement or result in the creation or imposition of any security interest, lien or other encumbrance on any of the Shares being sold by such Selling Shareholder under this Agreement, ; and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and as or may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 "NEW YORK UCC") in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Delivery of the certificates representing the Shares to be sold by such the Selling Shareholder Shareholders to the Underwriters, together with stock powers duly endorsed either to the Underwriters or in blank by an effective endorsement, and payment therefor pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by free and clear of any "adverse claim" within the Underwritersmeaning of Section 8-102(a)(1) of the New York UCC, to Cede & Co. (“Cede”) or each Underwriter who has purchased such other nominee as may be designated by the Depository Trust Company (“DTC”), registration Shares without "notice of an adverse claim" in respect 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 UCC. (the “UCC”)f) 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 Such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with Prospectus to sell 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 Shares pursuant to the UCCthis 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 (iiiii) 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(e2(g) are limited only apply to statements in or omissions made in reliance from 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 or on behalf of such Selling Shareholder expressly specifically for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statement, the Time name of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, the number of Firm Shares to be offered by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth and the address and other information with respect to such Selling Shareholder (excluding any percentages), which appear under the caption "Principal and Selling Shareholders" in the Time of Sale Prospectus and (the Prospectusinformation so furnished in writing being hereinafter called, and pursuant to collectively, the terms of this Agreement"SELLING SHAREHOLDER INFORMATION").

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, 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws trust agreement or other organizational governing documents of such Selling ShareholderShareholder (if such Selling Shareholder is a trust), as applicable, 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, except that in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on such Selling Shareholder’s Shareholder or on the power and ability of such Selling Shareholder to fulfill perform its obligations under this Agreement, Agreement or the Custody Agreement or the Power of Attorney of such Selling Shareholder; and no consent, approval, authorization or order of, 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 the Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and or waived or as may be required by the Securities Act or by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. (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 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 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 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, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (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)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (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 Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) (A) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by or on behalf of any such Underwriter through the Representatives expressly for use therein and (B) 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 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 the only written information furnished to the Company by each such Selling Shareholder expressly for use 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, the Time of Sale Prospectus, Prospectus or the Prospectus or any amendments or supplements thereto is in the information relating table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”). (fh) Each (i) None of such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required or, to be withheld or deducted, or otherwise imposed on the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (iA) India the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (ii) Mauritius Such Selling Shareholder will not, directly or Singapore (as applicable)indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any political subdivision subsidiary, joint venture partner or taxing authority thereof, on other Person: (A) to fund or facilitate any activities or business of or with any Person or in connection with any country or territory that, at the payments made under this Agreement time of such funding or facilitation, is the subject or target 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 Underwriter to offering, whether as underwriter, advisor, investor or for the account otherwise). (iii) None of such Selling Shareholder or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof, has engaged in activities sanctionable under the Iran Sanctions. (iv) For the past five (5) years, such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly 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 or target of Sanctions. (a) None of such Selling Shareholder or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee 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 Anti-Corruption Laws applicable to such Selling Shareholder; (b) such Selling Shareholder has conducted its business in compliance with the Anti-Corruption Laws applicable to such Selling Shareholder; and (c) such Selling Shareholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws applicable to such Selling Shareholder. (i) With respect to any Selling Shareholder that is a non-U.S. person (a “Non-U.S. Selling Shareholder”), the choice of laws of the State of New York as set forth in the Time governing law of Sale Prospectus this Agreement is a valid choice of law under the laws of the Province of Ontario and the Prospectuslaws of Canada applicable therein and will be honored by the courts of the Province of Ontario and the federal courts of Canada. Such Non-U.S. Selling Shareholder has the power to submit, and pursuant to Section 14(a) has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 14(a)), and has the power to designate, appoint and empower, and pursuant to Section 14(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. (j) With respect to any Selling Shareholder that is a Non-U.S. Selling Shareholder, 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 Canada 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. (k) With respect to any Selling Shareholder that is a Non-U.S. Selling Shareholder, any final judgment for a fixed or determined sum of money rendered by any New York State or United States Federal court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Non-U.S. Selling Shareholder based upon this Agreement would be declared enforceable against such Non-U.S. Selling Shareholder by the courts of the Province of Ontario and the federal courts of Canada, without reconsideration or reexamination of the merits. (l) With respect to any Selling Shareholder that is a Non-U.S. Selling Shareholder, the indemnification and contribution provisions set forth in Section 10 hereof do not contravene any law or public policy of the Province of Ontario or the laws of Canada applicable therein.

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 and the Company 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 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation charter, bylaws or by-laws analogous formation or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is an entity), 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general 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 8‑105 of the New York Uniform Commercial Code (the “UCC”)) UCC to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 8‑303 of the UCC, (B) under Section 8-501 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 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 the Company’s articles of incorporationincorporation and bylaws, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 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 substantially in the form attached hereto as Exhibit A. (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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the 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 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; , provided that the representations and warranties set forth in this paragraph 2(e2(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 or on behalf of 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; , it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is consists of the legal name and address of such Selling Shareholder and the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Stock (excluding percentages) which appear in the section table (and corresponding footnotes) under the caption “Selling Shareholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (fi) Each (i) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate of such Selling Shareholder, 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) For the past five years, such Selling Shareholder has not engaged in and is not now engaged 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) (a) None of such Selling Shareholder or its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate of such Selling Shareholder has taken 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 its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; 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. (v) In the case of a Selling Shareholder that is an entity, 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 the Selling Shareholder, threatened. (j) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)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 any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

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, the Custody Agreement and the Power of Attorney signed by such Selling Shareholder and Computershare Trust Company, Inc., 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 to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "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, or (ii) the certificate of incorporation or by-by laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder Shareholder, 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, 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 entered into by such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and (i) as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares, and (ii) for the filing of the Canadian Supplemented Prospectus with the Canadian Securities Commissions. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date (as defined in Section 5) 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 pursuant to this Agreement 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, and which will be released or shall terminate as of the Closing Date (as defined in Section 5)) 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for The Custody Agreement and Power of Attorney has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling 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 thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of auditors' rights generally and by general equitable principles (whether applied in law or equity). (e) 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 in good faith and 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. (if) The Registration Statement, when it became effective, did Such Selling Shareholder is not contain and, as amended prompted by any information concerning the Company or supplemented, if applicable, will its subsidiaries which is 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) set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) All information furnished by or on behalf of such Selling Shareholder for use in the Prospectus and the Canadian Final Prospectus does not, and at 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 (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 that the representations and warranties set forth in this paragraph 2(e. (h) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except counsel for the percentages set forth therein) (the “Selling Shareholder Information”)Underwriters is true, correct and complete. (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection In order to document the Underwriters' compliance with the payments made under this Agreement by reporting and withholding provisions of the Underwriter Tax Equity and Fiscal Responsibility Act of 1982 with respect to or for the account of transactions herein contemplated, such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant will deliver to the terms of this AgreementUnderwriters prior to or at the Closing Date (as defined in Section 5)) 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).

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 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 will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws (or other similar organizational documents documents) of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation or other business entity), as applicable, 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 or the property or assets of such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), where for such contravention contraventions that would not impair in any have a material respect adverse effect (1) on such Selling Shareholder’s Shareholder or (2) on the ability of such Selling Shareholder to fulfill perform its obligations under this Agreement, and no . No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (i) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares or (ii) where the failure to be sold by obtain such consent, approval, authorization or order of, or qualification would not have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement. (c) Such With respect to any Shares to be sold by such Selling Shareholder hasthat are outstanding on the date hereof, and immediately prior to the Closing Date will have, such Selling Shareholder has 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 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), ) (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 Underwriter will acquire a valid security entitlement in respect of such Shares Shares, and (Ciii) no an action based on any “an adverse claim”, within the meaning of Section 8-102 of the UCC, claim to such Shares securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not 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 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 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (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 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, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the such Selling Shareholder’s representations and warranties set forth in this paragraph 2(e) 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 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 the only written such information furnished to the Company by each such Selling Shareholder expressly for use in the Registration Statement, the Time consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s its legal name and address, the information relating to its holdings of Common Stock, the number of offered Shares set forth and other information with respect to such Selling Shareholder (excluding percentages) which appear in the section Time of Sale Prospectus and the Prospectus in the table (and corresponding footnotes) under the caption “Selling ShareholdersStockholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (f) Each Other than as permitted by the Securities Act, neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriter as to whom no representation is being made) has used or referred to any free writing prospectus relating to the Shares. (g) Such Selling Shareholder has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares. (h) Solely for purposes of assisting the Underwriter in relying on the exception from fiduciary status under U.S. Department of Labor Regulations set forth in Section 29 CFR 2510.3-21(c)(1), if such Selling Shareholder is a corporation or other business entity, such Selling Shareholder represents and warrants that no stamp either (A) 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 other issuance account subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or transfer taxes (iii) an entity deemed to hold “plan assets” of any such plan or duties and no other taxes are or will be required to be withheld or deductedaccount under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise imposed otherwise; or (B) if it is a plan, account or entity described in (i), (ii) or (iii) of clause (A) above, a fiduciary acting on its behalf is causing such Selling Shareholder to enter into this Agreement and the transactions contemplated hereby and such fiduciary: (1) is an entity specified in Section 29 CFR 2510.3-21(c)(1)(i)(A)-(E); (2) is independent (for purposes of Section 29 CFR 2510.3-21(c)(1)) of the Underwriter; (3) is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies, including such Selling Shareholder, by ’s transactions with the Underwriter hereunder; (i4) India has been advised that neither the Underwriter nor any of its respective affiliates has undertaken or (ii) Mauritius or Singapore (as applicable)will undertake to provide impartial investment advice, or any political subdivision has given or taxing authority thereofwill give advice in a fiduciary capacity, on or in connection with the payments made under this Agreement by such Selling Shareholder’s transactions with the Underwriter to contemplated hereby; (5) is a “fiduciary” under Section 3(21)(a) of ERISA or Section 4975(e)(3) of the Code, or both, as applicable, with respect to, and is responsible for the account of exercising independent judgment in evaluating, such Selling Shareholder as set forth Shareholder’s transactions with the Underwriter contemplated hereby; and (6) understands and acknowledges the existence and nature of the underwriting discounts, commissions and fees, and any other related fees, compensation arrangements or financial interests, described in the Time of Sale Prospectus and the Prospectus, and understands, acknowledges and agrees that no such fee or other compensation is a fee or other compensation for the provision of investment advice, and that neither the Underwriter nor any of its affiliates, nor any of their respective directors, officers, members, partners, employees, principals or agents has received or will receive a fee or other compensation from such Selling Shareholder or such fiduciary for the provision of investment advice (rather than other services) in connection with such Selling Shareholder’s transactions with the Underwriter contemplated hereby. (i) Each Selling Shareholder who is not formed under the law of a state of the United States (a “Non-U.S. Selling Shareholder”) represents and warrants that it has the power to submit, and pursuant to Section 14(a) has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 14(a)), and has the power to designate, appoint and empower, and pursuant to Section 14(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 AgreementAgreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters thatas of each Representation Date as follows: (ai) This Agreement has been duly authorized, executed and delivered by or on behalf of such each Selling Shareholder. (bii) The execution and delivery by such each Selling Shareholder of, and the performance by such each Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene (iA) any provision of applicable law, or (iiB) the certificate of incorporation or by-laws bylaws (or other organizational documents similar governing documents) of such each Selling Shareholder, as applicable, or (iiiC) any agreement or other instrument binding upon such each Selling Shareholder or (ivD) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iiiA) and (iv), where such contravention C) as would not impair individually or in any the aggregate have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such each Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except for the registration of the Common Shares under the Act and such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required to be obtained or made under state securities or “blue sky” laws or by the securities or Blue Sky laws rules and regulations of the various jurisdictions NASD in connection with the offer purchase and sale of the Common Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementthe Underwriters. (ciii) Such Each Selling Shareholder has, and immediately prior to 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 Common Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Common Shares to be sold by such Selling Shareholder or a security entitlement in respect of such the Common Shares. (div) Upon payment for the Common Shares to be sold by such each Selling Shareholder pursuant to this Agreement, delivery of such the Common Shares, as directed by the Underwriters, to Cede & Co. (“CedeCEDE”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), registration of such the Common Shares in the name of Cede or such other nominee and the crediting of such the Common 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 the Common Shares), (A) DTC shall be a “protected purchaser” of such the Common 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 the Common Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such the Common Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such the Selling Shareholder Shareholders may assume that when such payment, delivery and crediting occur, (x) such the Common 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. (iv) Certificates for all of the Common 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 transfer or assignment in blank will be placed in custody with the transfer agent or other custodian with irrevocable conditional instructions to deliver such Common Shares to the Managers pursuant to this Agreement. (vi) Each Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in this Section 1 are not true and correct and is familiar with the Time of Sale Prospectus and Registration Statement. (vii) (A) 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 does not, and at the time of each sale of the Common Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers Offering and at the Closing Date (as defined in Section 5)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) 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 (iiiD) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that each of the representations and warranties set forth in clauses (A) to (D) of this paragraph 2(eSection 1(b)(vi) are is limited solely to statements or omissions made in reliance upon and in conformity with information relating to such the Selling Shareholder Shareholders furnished to the Company in writing by or on behalf of such the Selling Shareholder Shareholders 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 written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fviii) Each The Selling Shareholder represents Shareholders have not taken and warrants that no stamp will not take, directly or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedindirectly, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter action designed to or for that might be reasonably expected to cause or result in stabilization or manipulation of the account price of such Selling Shareholder as set forth in the Time Common Stock to facilitate the sale or resale of Sale Prospectus and the Prospectus, and pursuant to the terms of this AgreementCommon Shares.

Representations and Warranties of the Selling Shareholders. Each (a) The Selling ShareholderShareholders, severally jointly and not jointlyseverally, represents represent and warrants warrant to and agrees agree with each of the Underwriters that: (ai) This Agreement has been duly authorized, executed and delivered by or on behalf of such the Selling ShareholderShareholders. (bii) 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such either Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such either Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such either Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where other than any such contravention as would not impair in any have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under this Agreementconsummate the transactions contemplated herein, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such the Selling Shareholder Shareholders of its their obligations under this Agreement of such Selling ShareholderAgreement, except such consentconsents, approvalapprovals, authorization authorizations, orders, registrations or order of, or qualification, qualifications as has have been obtained or made under the Securities Act and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (ciii) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 Each of the New York Uniform Commercial Code in respect ofSelling Shareholders has full corporate power, right and authority to sell the Shares to be sold by such Selling Shareholder pursuant hereunder. Immediately prior to this Agreement the Closing Date, the Selling Shareholders will have good and valid title to the Shares to be sold by the Selling Shareholders hereunder, free and clear of all liens, encumbrances, equities or claims; and upon payment for and delivery of the Shares in accordance with this Agreement, the Underwriters will acquire all of the rights of the Selling Shareholders in the Shares to be sold by the Selling Shareholders hereunder and will acquire their interest in such Shares free of any "adverse claim" (as defined in Section 8-102 of the Uniform Commercial Code as adopted in the State of New York). (iv) Delivery of the Shares to be sold by the Selling Shareholders pursuant to this Agreement will pass title to such Shares free and clear of any security interests, claims, liens, equities or and other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Sharesencumbrances. (db) Upon payment for the Shares The Selling Shareholders, jointly and severally, represent, warrant 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 agree with each of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within and 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.Company that: (i) The Each of the Related Party Contracts is the legal, valid, binding and enforceable agreement of AHP, and is in full force and effect. Neither AHP nor, to AHP's knowledge, any other party is in breach or default with respect to any Related Party Contract, and, to AHP's knowledge, no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under any Related Party Contract. No party has repudiated any provision of any Related Party Contract. (A) Each part of the Registration Statement, when it such part became effective, did not contain andcontain, and 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, and (iiB) the Time of Sale Prospectus does not, preliminary prospectus 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 do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that , but in the representations case of clauses (A) and warranties set forth in this paragraph 2(e(B) are limited only with reference to statements or omissions made in reliance upon and in conformity with information relating to such either of the Selling Shareholder Shareholders furnished to the Company in writing by or on behalf either of such the Selling Shareholder Shareholders 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 written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, (a) SPEI 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 ShareholderSPEI. (bii) The execution and delivery by such Selling Shareholder SPEI of, and the performance by such Selling Shareholder SPEI of its obligations under, this Agreement will not contravene (i) any provision of applicable law, law or (ii) the certificate partnership agreement of incorporation SPEI or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder SPEI or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling ShareholderSPEI, except, except to the extent a consent or waiver has been obtained and remains in the case of clauses (i), (iii) full force and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, effect; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder SPEI of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (ciii) Such Selling Shareholder hasSPEI is, and immediately prior to on the Closing Date (as defined below) or any Option Closing Date (as defined below), as the case may be, will havebe, valid title to, or a valid “security entitlement” within the meaning record owner of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement SPEI, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and has duly endorsed such Shares in blank; and SPEI has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesSPEI. (div) Upon payment for the Shares to be sold by such Selling Shareholder SPEI 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 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 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 on the records of DTC will have been made pursuant to the UCC. (iv) SPEI is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Prospectus to sell its Shares pursuant to this Agreement. (vi) (A) 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 (iiiB) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(a)(vi) are limited to statements or omissions made in reliance upon information relating to SPEI furnished to the Company in writing by SPEI expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto. (vii) SPEI 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 conformity stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of its Shares. (viii) Except as disclosed by SPEI in writing to Xxxxxx Xxxxxxx, neither SPEI nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the meaning of Article 1(q) of the Bylaws of the National Association of Securities Dealers, Inc. (the “NASD”)), any member firm of the NASD. (b) Each Non-Management Selling Shareholder and each Management Selling Shareholder represents and warrants to and agrees with each of the Underwriters that, with respect to such Selling Shareholders only: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (ii) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Stock Custody Agreement signed by such Selling Shareholder and EquiServe 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (A) any provision of applicable law, (B) the partnership agreement or membership agreement of such Selling Shareholder (if such Selling Shareholder is a partnership or limited liability company), (C) any agreement or other instrument binding upon such Selling Shareholder, except to the extent a consent or waiver has been obtained and remains in full force and effect or (D) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (A), (C) and (D), where such contravention would not impact in any material respect the consummation of such Selling Shareholder’s obligations under this Agreement, the Custody Agreement or such Selling Shareholder’s Power of Attorney; and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such as may be required by the Securities Act, the Exchange Act, the securities or Blue Sky laws of any jurisdiction, or the rules and regulations of the NASD in connection with the offer and sale of the Shares. (iii) Such Selling Shareholder is, and on the Closing Date will be, the record owner of the Shares to be sold by such Selling Shareholder (in the case of an individual, either individually or jointly with such individual’s spouse), free and clear of all security interests, claims, liens, equities or other encumbrances, and has duly endorsed such Shares in blank; and such Selling Shareholder has 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 of such Selling Shareholder and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder. (iv) The Custody Agreement and the Power of Attorney of such Selling Shareholder have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (v) 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 or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such Shares; 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. (vi) (A) In the case of the Management Selling Shareholders only, 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 WellCare Group; and (B) such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Prospectus or the Registration Statement to sell its Shares pursuant to this Agreement. (vii) (A) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(b)(vii) 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; and provided, further, that, in the case of the Non-Management Selling Shareholders only, the representations and warranties set forth in this paragraph 2(b)(vii) are limited to statements or omissions made in reliance upon 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fviii) Each Such Selling Shareholder represents has not taken and warrants that no stamp will not take, directly or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedindirectly, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter action which is designed to or for which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the account price of any security of the Company to facilitate the sale or resale of its Shares. (ix) Except as disclosed by such Selling Shareholder as set forth in writing to Xxxxxx Xxxxxxx, neither the Time Selling Shareholder nor any of Sale Prospectus and 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 Prospectusmeaning of Article 1(q) of the Bylaws of the NASD), and pursuant to any member firm of the terms of this AgreementNASD.

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 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 Agreement, will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws by‑laws or other organizational analogous constituent documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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 case of clauses (i), (iii) and (iviii), where for such contravention conflicts as would not impair not, individually or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, provided that no representation or warranty is made with respect to the antifraud provisions of the federal or state security laws, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states or by FINRA or the NYSE in connection with the offer and sale of the Shares Shares, (B) for the registration under the Securities Act of the Shares, (C) such consents, approvals, authorizations, orders, registrations or qualifications that have been, or prior to the Closing Date will be, obtained or made and, (D) where the failure to obtain any such consent, approval, authorization, order, registration or qualification would not reasonably be sold by such expected to materially impair the ability of the Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately has valid title to the Units to be exchanged for Shares prior to the Closing Date Date, pursuant to the exchange described herein, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; upon the completion of the exchange described herein, such Selling Shareholder will have, on the Closing Date, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; and such Selling Shareholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement 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) 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 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 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 8‑303 of the UCC, (B) under Section 8-501 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 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 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 8‑102 of the UCC and (z) appropriate book entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (i) The Selling Shareholder Information (as defined below) contained 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 the statements therein not misleading, misleading and (ii) the Selling Shareholder Information contained in the Prospectus or Time of Sale Prospectus does not, 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 and does not or will not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided it being understood and agreed that for all purposes of this Agreement, the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with only information relating to such Selling Shareholder furnished to the Company in writing and the Underwriter 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time thereto consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the any information relating to its holdings of Common Shares set forth such Selling Shareholders in the section table (including the footnotes thereto) under the heading “Selling ShareholdersStockholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant the “Selling Shareholder Information” for such Selling Shareholder shall be limited to the terms of this Agreementsuch information.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iiiii) any agreement or other instrument binding upon such Selling Shareholder or (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptexcept for any contravention that would not, singly or in the case aggregate, reasonably be expected to have a material adverse effect on the ability of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability Shareholder to fulfill its obligations under this Agreementconsummate the transactions contemplated hereby, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (i) such consentas may have previously been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares Shares, and (iii) for any such consents, approvals, authorizations, orders or qualifications, the absence of which would not, individually or in the aggregate, reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersMxxxxx Sxxxxxx & Co. LLC, 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 Underwriter (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 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 share registry 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 Underwriter on the records of DTC will have been made pursuant to the UCC. (i) The Each part of the Registration Statement, when it became effective, did not contain andcontain, and each such part, 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 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) the Registration Statement as of the date hereof does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein 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 that the representations and warranties set forth in this paragraph 2(e) 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 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; thereto (it being understood and agreed that the only written such information furnished to so included is under the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section heading “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or byBy-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares. (c) Such Selling Shareholder is the record and beneficial owner of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect hereunder and such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement are free and clear of all security interests, claims, liens, encumbrances, equities or other encumbrances and claims whatsoever and, assuming that the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 Underwriters purchase 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 without any such Underwriter has notice of any adverse claim (within the meaning of Section § 8-105 of the New York Uniform Commercial Code (as in effect in the “UCC”)) to such SharesState of New York), (A) DTC shall be a “protected purchaser” of upon the sale and delivery of, and payment for, such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCas provided herein, the Underwriters will acquire a valid security entitlement in respect own such Shares, free and clear of such Shares all liens, encumbrances, equities 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 UCCclaims whatsoever. (d) 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 the Shares. (e) (i) The Each part of the Registration Statement, when it such part became effective, did not contain and, 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, ; (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)purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does Prospectus, as of its date, will not contain and, as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited apply only to statements or omissions made in reliance upon and in conformity with information relating to furnished in writing by such Selling Shareholder furnished (or on such Selling Shareholder’s behalf) to the Company in writing by or on behalf of such Selling Shareholder the Manager expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder, severally and not jointly, Shareholders represents and warrants to and agrees with each of the Underwriters Underwriter and the Company 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other any organizational documents of instrument establishing such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is not 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date (as defined below) or the Option Closing Date (as defined below), if applicable, 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) 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. (ie) The Registration Statementinformation which relates specifically to such Selling Shareholder, when it became effective, did as set forth under the caption "Selling Stockholders" (including the notes thereto) in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) does not contain and, as amended or supplementedsupplemented with any information specifically furnished to the Company in writing by such Selling Shareholder expressly for use in any amendments or supplements to the Prospectus, 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; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each The representations and warranties made by such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required in any certificate delivered to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or its counsel in connection with the payments made under this Agreement by the Underwriter opinions to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and be rendered pursuant to the terms of this AgreementSection 6(d) are true and correct in all respects.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the agreement or certificate of incorporation or by-laws or other organizational documents limited partnership of such Selling Shareholder, as applicable, ; 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various states or the securities laws of non-U.S. jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementFirm Shares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date and the 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, to the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) Upon payment for 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) 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. (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 (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling ShareholderShareholder represents and warrants, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that; provided that the representations and warranties in Sections 2(j) and (k) are only provided by XX XXX Investment LLC: (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, will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this ​ ​ Agreement, and no consent, approval, authorization or order of, 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 of except (x) such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has may have already been obtained or such as may be required by the Exchange Act or the rules and regulations thereunder or (y) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or foreign jurisdictions in connection with the offer and sale of the Shares (as to be sold by which such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementmakes no representation). (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 Section 8-501 of the UCC. (e) 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”). ​ ​ (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 not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the 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 5‎5), 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, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided misleading except that the representations and warranties set forth in this paragraph 2(e) 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 on or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that for purposes of this Agreement, the only written information furnished consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to the Company by each such Selling Shareholder expressly for use (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, statement or the Prospectus or any amendments or supplements thereto is in the information relating table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”); (i) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or controlled 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) (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). (fiii) Each 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 any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or controlled affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) 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 (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. (v) 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 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 the Selling Shareholder, threatened. ​ (i) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) Mauritius an entity deemed to hold “plan assets” of any such plan or Singapore account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101. (as applicable)j) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any political subdivision of its subsidiaries in the Cayman Islands or to any taxing authority thereof, on thereof or therein in connection with (i) the payments made under 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. A nominal stamp duty will be payable by XX XXX Investment LLC on this Agreement by if it is executed in or brought to the Underwriter to Cayman Islands, or for produced before a court in the account of such Cayman Islands. (k) Such Selling Shareholder as set forth in has the Time of Sale Prospectus and the Prospectuspower to submit, and pursuant to Section 20 has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 20), and has the power to designate, appoint and empower, and pursuant to Section 20, 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 AgreementAgreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-by laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, except in the case of clauses (i), ) or (iii) and (iv)as would not, where such contravention would not impair individually or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, Agreement and no consent, approval, authorization or order of, 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 of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and made under the Securities Act and such as may be required under the Exchange Act or the rules and regulations thereunder, under FINRA or such as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (e) Such Selling Stockholder has delivered to Xxxxxx Xxxxxxx an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) 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 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, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (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, (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 Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact 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 do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through Xxxxxx Xxxxxxx expressly for use therein; provided that the representations and warranties set forth in this paragraph 2(e2(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 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 the only written information furnished to the Company in writing by each such Selling Shareholder expressly for use 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, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Prospectus in the section table (and corresponding footnotes) under the caption “Selling Shareholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or, 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 any of its subsidiaries, or, 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 have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) 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. (v) 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 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 the Selling Shareholder, threatened. (i) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)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 any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, represents and warrants to and agrees LVCA with each of the Underwriters thatrespect to himself or itself, as follows: (a) This The Selling Shareholder has all requisite power and authority to enter into and to carry out all of the terms of this Agreement has been duly authorized, and all other documents executed and delivered in connection herewith; (b) When 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 will not contravene (i) any provision shall constitute the valid and legally binding obligation of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, 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, enforceable in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill accordance with its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement.terms; (c) Such Selling Shareholder has, and immediately prior to 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 pursuant Exhibit A to this Agreement accurately and completely sets forth all of the share of capital stock of Kilimanjaro owned by the Selling Shareholder; (d) There are no warrants, options, subscriptions, calls, or other similar rights of any kind for the issuance or purchase of any securities of Kilimanjaro held by the Selling Shareholder; (e) The Selling Shareholder has and will transfer to LVCA good and marketable title to the Kilimanjaro Shares set opposite his or its name in the List of Selling Shareholders, free and clear of all pledges, security interests, claimsmortgages, liens, equities claims, charges, restrictions or other encumbrances encumbrances, except for any restrictions imposed by federal or state securities laws; and (f) The Selling Shareholder is acquiring the LVCA Shares, for investment for that Selling Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the legal right and powerSelling Shareholder has no present intention of selling, and all authorization and approval required by lawgranting any participation in, to enter into this Agreement and or otherwise distributing the same. The Selling Shareholder further represents that the Selling Shareholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer and deliver or grant participation to such person or to any third person, with respect to any of the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such LVCA Shares. (d) 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. (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; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fg) Each Selling Shareholder represents acknowledges that he or she can bear the economic risk of his or her respective investments and warrants that no stamp each has such knowledge and experience in financial and business matters that her or other issuance or transfer taxes or duties she is capable of evaluating the merits and no other taxes are or will be required risks of the investment in the LVCA Shares. (h) The Selling Shareholder has carefully reviewed such information as the Selling Shareholder deemed necessary to be withheld or deducted, or otherwise imposed on such evaluate an investment in the LVCA Shares. To the full satisfaction of the Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus has been furnished all materials that he or she requested relating to LVCA and the Prospectusissuance of the LVCA Shares hereunder, and pursuant the Selling Shareholder has been afforded the opportunity to ask questions of representatives of LVCA or Kilimanjaro to obtain any information necessary to verify the accuracy of any representations or information made or given to the terms of this AgreementSelling Shareholder.

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, the 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, relating to the transactions contemplated hereby and by the Registration Statement (the "POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (e) 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) If the Selling Shareholder is an officer or director of the Company, (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 Prospectus does not, Registration Statement 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 Prospectuscomply and, as then amended or supplemented by the Companysupplemented, if applicable, will notcomply 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 misleading, except that the representations and warranties set forth in this paragraph 2(f) do not apply to statements or omissions in the Registration Statement 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 warranty pursuant to paragraph 2(f) above, (i) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(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 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder, severally and not jointly, 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, the Irrevocable Power of Attorney and Custody Agreement signed by such Selling Shareholder, ____________, as Custodian and ____________ and ____________, as Attorneys-in-Fact, 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 "CUSTODY AGREEMENT") will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) Upon payment for 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 has been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (f) 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. (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; provided , except that the representations and warranties set forth in this paragraph 2(e) are limited 2 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 or on behalf of 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 thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of 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 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the Selling Shareholder’s ability to fulfill its obligations under this Agreement, Shareholders and no consent, approval, authorization or order of, 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 of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and or waived or as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (e) 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”). (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, 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 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)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (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, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact 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(e) are limited shall only apply any untrue statement of a material fact or omission to statements or omissions state a material fact made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use therein, it being understood and agreed upon that the only information furnished by such Selling Shareholder to the Company consists (i) the legal name of such Selling Shareholder and (ii) the number of shares of Common Stock beneficially owned prior to the offering by such Selling Shareholder and the information contained in the respective footnote related to such Selling Shareholder set forth in the beneficial ownership table, which appears 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 written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (except for the percentages set forth therein) Shareholders (the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or any director, or officer thereof, or, to the knowledge of such Selling Shareholder, any 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) For the past five years, 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, or officer thereof, or, to the knowledge of such Selling Shareholder, any 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 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 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 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 arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Shareholder, threatened. (k) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)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 any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) Such Selling Shareholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary (i) for the sale and delivery of the ADSs (representing the Shares) to be sold by such Selling Shareholder hereunder, and (ii) for the execution and delivery by such Selling Shareholder of this Agreement have been obtained; (c) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.; (bd) The execution and delivery sale of the ADSs (representing the Shares) to be sold by such Selling Shareholder ofhereunder, and the performance compliance by such Selling Shareholder with this Agreement and the consummation of its obligations under, the transactions contemplated by this Agreement will not contravene (i) conflict with or result in a breach or violation of any provision of applicable lawthe terms or provisions of, or (ii) constitute a default under, any indenture, mortgage, deed of trust, loan agreement, 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 property or assets of incorporation or such Selling Shareholder is subject, nor will such action result in any violation of the provisions of the articles of association, by-laws or other similar organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any statute, judgment, order order, rule or decree regulation of any court or governmental body, agency or court body having jurisdiction over such Selling ShareholderShareholder or any of its subsidiaries or any property or assets of such Selling Shareholder except for such breaches, exceptviolations, conflicts or defaults which would not individually or in the case of clauses (i), (iii) and (iv), where such contravention would not impair aggregate in any material respect impair the fulfillment of such Selling Shareholder’s ability to fulfill its obligations under this Agreement, hereunder; and no consent, approval, authorization or order ofauthorization, order, registration or qualification with, of or with any such court or governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of Agreement, and the consummation by such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws Shareholder of the various jurisdictions transactions contemplated by this Agreement in connection with the offer and sale of ADSs (representing the Shares Shares) to be sold by such Selling Shareholder hereunder, except (1) such as have been obtained under the Act, (2) such Governmental Authorizations as have been duly obtained and are in full force and effect and copies of which have been furnished to the Representative and (3) such Governmental Authorizations as may be required under state securities or as would not impair Blue Sky laws, FINRA or any laws of jurisdictions outside the PRC, Xxxxxx Xxxxxxx, Xxxx Xxxx xxx Xxxxxx Xxxxxx in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementconnection with the purchase and distribution of the ADSs (representing the Shares) by or for the respective accounts of the several Underwriters. (ce) Such Selling Shareholder hasis, and immediately prior to each Time of Delivery (as defined in Section 5 hereof) such Selling Shareholder will be, the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 record and beneficial owner of the New York Uniform Commercial Code in respect ofADSs (representing the Shares) to be delivered by such Selling Shareholder hereunder at such Time of Delivery, and such Selling Shareholder has full right, power and authority to enter into this Agreement and to sell the Shares ADSs (representing the Shares) to be delivered by such Selling Shareholder; The ADSs to be sold by such Selling Shareholder pursuant as of each Time of Delivery are freely transferable by such Selling Shareholder to this Agreement or for the account of the several Underwriters; and upon delivery of and payment of the ADSs by such Selling Shareholder at each Time of Delivery hereunder, the several Underwriters will acquire valid title to the ADSs free and clear of all security interestsliens, claims, liensencumbrances, equities or other encumbrances claims; and, upon delivery of such ADSs and payment therefor pursuant hereto, good and valid title to such ADSs, free and clear of all liens, encumbrances, equities or claims, will pass to the legal right several Underwriters; (f) On or prior to the date of the Pricing Prospectus, such Selling Shareholder has executed and powerdelivered to the Underwriters an agreement substantially in the form of Annex II hereto; (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 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 ADSs (representing the Shares); (h) 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 all authorization and approval required by law, in conformity with written information furnished to enter into this Agreement and to sell, transfer and deliver the Shares to be sold Company by such Selling Shareholder expressly for use therein, such Registration Statement and Preliminary Prospectus did, and the Prospectus and any further amendments or a security entitlement in respect of such Shares. (d) Upon payment for supplements to the Shares to be sold by such Selling Shareholder pursuant to this AgreementRegistration Statement and the Prospectus will, delivery of such Shareswhen they became or become effective or were or are filed with the Commission, as directed by the Underwriterscase may be, conform in all material respects to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration requirements of such Shares in the name of Cede or such other nominee Act and the crediting of such Shares on the books of DTC to securities accounts rules and regulations 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 Commission thereunder 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. (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 any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading (ii) in the Time of Sale Prospectus does not, and at the time of each sale case of the Shares in connection with Preliminary Prospectus or 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). For purposes of this Agreement, not misleading it being understood 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 agreed upon that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with only 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto therein is the legal name and address of, and the number of ADSs beneficially owned and offered by, such Selling Shareholder, and the other information relating with respect to such Selling Shareholder that appears under the caption “Selling Shareholder’s name ” in the Preliminary Prospectus and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” Prospectus (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”).; (fi) Each Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of such Selling Shareholder represents and warrants that Shareholder, no stamp or other issuance or transfer taxes or duties and no other withholding taxes are or will be required to be withheld or deductedpayable under the laws and regulations of the PRC, or otherwise imposed on such Selling ShareholderHong Kong, by (i) India or (ii) Mauritius or Singapore (as applicable), and the Cayman Islands or any political subdivision or taxing authority thereofthereof or therein by or on behalf of the Underwriters in connection with (i) the sale and delivery by such Selling Shareholder of the ADSs (representing the Shares) to be sold by such Selling Shareholder; (ii) the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; or (iii) the transfer of, on or agreement to transfer, the ADSs (representing the Shares) (or interests in the ADSs) through the facilities of DTC to purchasers produced by the Underwriters in the manner contemplated by this Agreement; (j) Other than this Agreement, there are no agreements or understandings between the Selling Shareholder and any person that would give rise to a valid claim against such Selling Shareholder or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the payments made under this Agreement offer and sale by the Underwriter to or for the account of such Selling Shareholder as set forth of its ADSs (representing the Shares); (k) The Selling Shareholder will not directly or indirectly use the proceeds of the offering of the ADSs (representing the Shares) hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the Time transaction, whether as underwriter, advisor, investor or otherwise) of Sale Sanctions; or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Money Laundering Laws or any applicable Anti-Corruption Laws; (l) Such Selling Shareholder is not prompted by any material non-public information concerning the Company or any of its subsidiaries that is not disclosed in the Pricing Prospectus and the Prospectus, and Prospectus to sell its ADSs (representing the Shares) pursuant to the terms of this Agreement; and (m) Such Selling Shareholder 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, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, 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, except in the case of clauses (i), (iii) and (iv), where for any such contravention that would not impair in any affect the validity of the Shares or otherwise have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill perform its obligations under this AgreementAgreement or to consummate the transactions contemplated hereby, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 as assumed below and the crediting of such Shares on the books of DTC to securities accounts of the several Underwriters (assuming that neither DTC nor Cede nor such other nominee 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 SharesShares or any security entitlement in respect thereof), (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 . 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 Section 8-501(b)(1) of the UCC. (e) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (f) (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) 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, (iiiii) 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, (iv) 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, (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; provided , except that the representations and warranties set forth in this paragraph 2(e2(f): (x) 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 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 such information consists only of such Selling Shareholder’s name and the only written information furnished relating to its holdings of Common Stock set forth under the Company by each heading “Selling Shareholder expressly for use Stockholders” in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is and (y) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant furnished to the terms of this AgreementCompany in writing by such Underwriter through you expressly for use therein.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and _____________, as Custodian, relating to the deposit of the Ordinary Shares represented by the ADSs 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 by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws of or other organizational documents document of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementADSs. (c) No stamp, documentary, issuance, registration, transfer or other similar taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries or Affiliated Entities in the jurisdiction in which such Selling Shareholder is incorporated or organized 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 ADSs to the Underwriters or purchasers procured by the Underwriters, or (iii) the initial resale and delivery of the ADSs by the Underwriters in the manner contemplated herein. (d) Such Selling Shareholder has the power to submit, and pursuant to Section 21(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 21(a)), and has the power to designate, appoint and empower, and pursuant to Section 21 (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. (e) Such Selling Shareholder has, and immediately prior to 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 ADSs and the Ordinary Shares represented thereby to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the ADSs and the Ordinary Shares represented thereby to be sold by such Selling Shareholder or a security entitlement in respect of such ADSs and Ordinary Shares. (df) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (g) Upon payment for the Shares ADSs to be sold by such Selling Shareholder pursuant to this Agreement, 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”), registration of such Shares ADSs in the name of Cede or such other nominee and the crediting of such Shares ADSs 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 SharesADSs), (A) DTC shall be a “protected purchaser” of such Shares ADSs 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 ADSs and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares ADSs 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 ADSs 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. (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 at the time of each sale of the Shares ADSs 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 the representations and warranties set forth in this paragraph 2(e2(i) 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 or on behalf of such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished to the Company by each Selling Shareholder expressly for use is that described in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”Section 11(c). (fi) Each None of such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required any of its subsidiaries, or, to be withheld or deducted, or otherwise imposed on the knowledge of such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable)any director, officer, employee, agent, representative, or any political subdivision or taxing authority affiliate thereof, on is a Person that is, or in connection with the payments made under this Agreement is owned or controlled by the Underwriter to one or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.more Persons that are:

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters Underwriters, on a several basis, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) Such Selling Shareholder has been duly incorporated, organized or formed and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing is applicable in the relevant jurisdiction), except to the extent that the failure to be in good standing would not have a material adverse effect on the business, property, operations or financial condition of such Selling Shareholder and its subsidiaries, taken as a whole. (c) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation), in each case, as applicableamended, 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, except for any contravention in the case of clauses (i), (iii) ), and (iv), where such contravention ) as would not impair in any have a material respect adverse effect on the business, property, operations or financial condition of such Selling Shareholder’s Shareholder and its subsidiaries, taken as a whole or that would have a material adverse effect on the power or ability of such Selling Shareholder to fulfill perform its obligations under this Agreement, Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus and no the Prospectuses. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states or by Canadian Securities Laws in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (cd) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (de) 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 information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus, the Canadian Preliminary Prospectus and the Prospectuses 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 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 Canadian Preliminary Prospectus and the Canadian Final Prospectus, as of the respective date of filing and any amendment or supplement thereto and at the Closing Date, did not and will not contain any untrue statement of a material fact or omitted or will omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the U.S. Final Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (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) as of its date and as of the Closing date, the U.S. Final 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, and the Canadian Preliminary Prospectus and the Canadian Final Prospectus and any amendment or supplement thereto, at the time of filing thereof and at the Closing Date, will constitute, full, true and plain disclosure of all material facts relating to the Shares, as applicable; provided that the representations and warranties set forth in this paragraph 2(e2(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 or on behalf of such Selling Shareholder expressly for use in the Registration Statement, roadshow, the Time of Sale Prospectus, the Canadian Preliminary Prospectus and the Prospectuses or any amendments or supplements thereto; , it being understood and agreed that the only written information so furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statementname of such Selling Shareholder, the Time number of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the offered Shares and other information relating with respect to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Shareholder (excluding percentages) that appear in the section table (and corresponding footnotes) under the caption “The Selling Shareholders” (except for in the percentages set forth therein) Prospectuses (the “Selling Shareholder Information”). (fh) Each 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). (i) None of 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) No Transfer Taxes are payable under the federal laws of the United States, Luxembourg, Cayman Islands or Canada or any province (as applicable), in connection with the issuance, sale and delivery to the Underwriters of the Shares or the authorization, execution, delivery and performance of this Agreement or the resale of Shares by an Underwriter; provided, however, that under Luxembourg law, registration may be ordered and/or a registration tax or duty becomes payable if and at the time when any agreement will be exhibited in any court proceedings in Luxembourg or before any other official authority in Luxembourg. (k) 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(c), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts. (l) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)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 any political subdivision or taxing authority thereofotherwise. (m) Except as disclosed in the Preliminary Prospectuses and the Prospectuses, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Shares to repay any outstanding debt owed to any affiliate of any Underwriter and (iii) is not otherwise a “connected issuer” or a “related issuer” (each as set forth defined in National Instrument 33-105 – Underwriting Conflicts) of any Underwriter. (n) Such Selling Shareholder has not taken, directly or indirectly, any action designed to or that would constitute or that is intended to or that might reasonably be expected to cause or result in, under Canadian Securities Laws or the Time Exchange Act or otherwise, stabilization, maintenance or manipulation of Sale Prospectus and the Prospectus, and pursuant price of any security of the Company to facilitate the terms sale or resale of this Agreementthe Shares.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 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 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”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or by-laws or other organizational documents limited partnership agreement, as applicable, of such Selling Shareholder, as applicable, or (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, except that in the case of clauses (i), (iii) and (iv)) above, where such contravention would not impair not, individually or in any the aggregate, reasonably be likely to have a material respect adverse effect (1) on such Selling Shareholder’s , or (2) on the power or ability of such Selling Shareholder to fulfill perform its obligations under each of this Agreement, Agreement and no the Custody Agreement or to consummate the transactions contemplated hereby and by the Time of Sale Prospectus. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderand the Custody Agreement, except (x) such consent, approval, authorization or order of, or qualification, as has previously been obtained and as obtained, (y) may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (z) where the failure to obtain any such consent, approval, authorization or order, or qualification would not, individually or in the aggregated, reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair to consummate the transactions contemplated in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement and the Custody Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement 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 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) Each of the Custody Agreement and the Unit Repurchase Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the 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 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 8‑303 of the UCC, (B) under Section 8-501 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 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 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. (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 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 5‎5), 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 (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 that the representations and warranties set forth in this paragraph 2(e‎2(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 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 the only written such information furnished is limited to the Company by each name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder expressly for use that appear in the footnotes under the caption “Selling Stockholders” in the Registration Statement, the any Time of Sale Prospectus, the Prospectus Prospectus, any issuer free writing prospectus and any amendment or any amendments or supplements supplement thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”). (fg) Each Such Selling Shareholder represents and warrants that no stamp 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 issuance Person: (i) to finance any activities or transfer taxes business of or duties and no other taxes are with any Person or will be required in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to be withheld or deductedpay, or otherwise imposed on authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder, by (i) India ’s direct or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with indirect limited partners once such proceeds are no longer under the payments made under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth in if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementforegoing purposes.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of law applicable lawto such Selling Shareholder, or (ii) the certificate of incorporation or by-laws or other organizational documents bylaws of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, exceptexcept for any contraventions of an agreement, instrument, judgment, order or decree which would not, individually or in the case of clauses (i)aggregate, (iii) and (iv), where such contravention would not impair in any material respect adversely affect such Selling Shareholder’s ability to fulfill its obligations under and consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required under the Securities Act, pursuant to the rules of the National Association of Securities Dealers, Inc. or by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 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. (ie) 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; provided that the representations and warranties set forth in this paragraph 2(e2(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 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 the only written such information furnished to the Company by each any such Selling Shareholder expressly for use in the Registration Statement, the Time consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to about such Selling Shareholder’s name and Shareholder under the information relating to its holdings of Common Shares set forth in the section caption “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder 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 will not contravene (i) any provision of law applicable lawto such Selling Shareholder, or (ii) the certificate of incorporation or by-laws or other organizational documents bylaws of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, exceptexcept for any contraventions of an agreement, instrument, judgment, order or decree which would not, individually or in the case of clauses (i)aggregate, (iii) and (iv), where such contravention would not impair in any material respect adversely affect such Selling Shareholder’s ability to fulfill its obligations under and consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required under the Securities Act, pursuant to the rules of the National Association of Securities Dealers, Inc. or by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 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 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 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. (ie) 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; provided that the representations and warranties set forth in this paragraph 2(e) 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 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 the only written such information furnished to the Company by each any such Selling Shareholder expressly for use in the Registration Statement, the Time consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to about such Selling Shareholder’s name and Shareholder under the information relating to its holdings of Common Shares set forth in the section caption “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, 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 execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation operating agreement or by-laws or other organizational documents limited liability company agreement, as applicable, of such Selling Shareholder, as applicable, 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, Shareholder except, in the case of clauses (i), (iii) and (iv)each case, where any such contravention would not impair in any reasonably be expected to have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill perform its obligations under this Agreementhereunder, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, ; except such consent, approval, authorization or order of, or qualification, as has been obtained and in each case as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares, the registration under the Securities Act of the Shares and the approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the underwriting terms and arrangements; and except where the failure to obtain such consent, approval, authorization or order of, or qualification with, any governmental body or agency would not reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill perform its obligations under this Agreementhereunder. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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. (e) Such Selling Shareholder has not been prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and 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; , provided that the such representations and warranties set forth in this paragraph 2(esubsection (f) are limited apply only to statements or omissions made in reliance upon and in conformity with information Shareholder Information (defined below) 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and any amendments or supplements thereto. (g) (i) None of such Selling Shareholder or any of its subsidiaries, or, to the Prospectusknowledge 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) For the past five years, 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 any of its subsidiaries, or, 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 have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) 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. (v) 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 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 the Selling Shareholder, threatened. (h) The Selling Shareholder listed on Schedule II hereto organized in a jurisdiction outside of the United States (the “Non-U.S. Selling Shareholder”) represents that no stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in the Cayman Islands 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. (i) The Non-U.S. Selling Shareholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands, and will be honored by the courts of the Cayman Islands and (B) the Non-U.S. Selling Shareholder has the power to submit, and pursuant to the terms Section 19 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court. (j) The Non-U.S. Selling Shareholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Shareholder based upon this Agreement would be declared enforceable against the Company by the courts of the Cayman Islands without reconsideration or reexamination of the merits; provided that, in the case of the Cayman Islands, the judgment: (i) is final and conclusive; (ii) is one in respect of which the U.S. federal or New York state court had jurisdiction over the defendant according to Cayman Islands conflict of law rules; (iii) is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief; and (iv) was neither obtained in a manner, nor is of a kind, enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

Representations and Warranties of the Selling Shareholders. Each The Selling Shareholder, severally and not jointly, Shareholders each hereby represents and warrants to and agrees covenants with each of Pubco (which representations, warranties and covenants shall survive the Underwriters Closing) that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such the Selling Shareholder.Shareholder is not a U.S. Person (as defined herein); (b) The execution and delivery by such the Selling Shareholder is not acquiring the Exchange Shares for the account or benefit of, and directly or indirectly, any U.S. Person (as defined herein); (c) the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene Shareholder: (i) any provision of applicable lawis knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Selling Shareholder is resident (the “International Jurisdiction”) which would apply to the acquisition of the Exchange Shares, (ii) is purchasing the certificate of incorporation Exchange Shares pursuant to exemptions from prospectus or by-equivalent requirements under applicable securities laws or other organizational documents of or, if such Selling Shareholder, as is not applicable, or the Selling Shareholder is permitted to purchase the Exchange Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require Pubco to make any agreement filings or other instrument binding upon such Selling Shareholder seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Exchange Shares, and (iv) represents and warrants that the acquisition of the Exchange Shares by the Selling Shareholder does not trigger: A. any judgmentobligation to prepare and file a prospectus or similar document, order or decree of any governmental body, agency or court having jurisdiction over other report with respect to such Selling Shareholder, except, purchase in the case International Jurisdiction, or B. any continuous disclosure reporting obligation of clauses Pubco in the International Jurisdiction, and C. the Selling Shareholder will, if requested by Pubco, deliver to Pubco a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (iii), (iii) and (iv) above to the satisfaction of Pubco, acting reasonably; (d) the Selling Shareholder is acquiring the Exchange Shares as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Exchange Shares in the United States or to U.S. Persons (as defined herein), where such contravention would ; (e) the Selling Shareholder is outside the United States when receiving and executing this Agreement; (f) the Selling Shareholder understands and agrees not impair to engage in any material hedging transactions involving any of the Exchange Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws; (g) the Selling Shareholder acknowledges that it has not acquired the Exchange Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Exchange Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Exchange Shares; provided, however, that the Selling Shareholder may sell or otherwise dispose of any of the Exchange Shares pursuant to registration of any of the Exchange Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (h) the Selling Shareholder has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Selling Shareholder is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Selling Shareholder’s ability ; (i) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Selling Shareholder, or of any agreement, written or oral, to fulfill which the Selling Shareholder may be a party or by which the Selling Shareholder is or may be bound; (j) the Selling Shareholder has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Selling Shareholder enforceable against the Selling Shareholder; (k) the Selling Shareholder has received and carefully read this Agreement; (l) the Selling Shareholder (i) has adequate net worth and means of providing for its obligations under current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Exchange Shares for an indefinite period of time, and can afford the complete loss of such investment; (m) the Selling Shareholder has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Exchange Shares and Pubco, and the Selling Shareholder is providing evidence of knowledge and experience in these matters through the information requested herein; (n) the Selling Shareholder understands and agrees that Pubco and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no consentlonger accurate or have been breached, approvalthe Selling Shareholder shall promptly notify Pubco; (o) the Selling Shareholder is aware that an investment in Pubco is speculative and involves certain risks, authorization including the possible loss of the investment; (p) the Selling Shareholder is purchasing the Exchange Shares for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or order resale to others, and no other person has a direct or indirect beneficial interest is such Exchange Shares, and the Selling Shareholder has not subdivided his interest in the Exchange Shares with any other person; (q) the Selling Shareholder is not an underwriter of, or qualification withdealer in, any governmental body the shares of Pubco's common stock, nor is the Selling Shareholder participating, pursuant to a contractual agreement or agency is required otherwise, in the distribution of the Exchange Shares; (r) the Selling Shareholder has made an independent examination and investigation of an investment in the Exchange Shares and Pubco and has depended on the advice of its legal and financial advisors and agrees that Pubco will not be responsible in anyway whatsoever for the performance by such Selling Shareholder's decision to invest in the Exchange Shares and Pubco; (s) if the Selling Shareholder of its obligations under this Agreement of such Selling Shareholderis acquiring the Exchange Shares as a fiduciary or agent for one or more investor accounts, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 sole investment discretion with respect to each such security entitlement; for purposes of this representationaccount, such and the Selling Shareholder may assume that when has full power to make the foregoing acknowledgements, representations and agreements on behalf of such paymentaccount; (t) the Selling Shareholder is not aware of any advertisement of any of the Exchange Shares and is not acquiring the Exchange Shares as a result of any form of general solicitation or general advertising including advertisements, delivery and crediting occurarticles, (x) such Shares will notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been registered in the name of Cede invited by general solicitation 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, general advertising; (yu) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries no person has made to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.Selling Shareholder any written or oral representations: (i) The Registration Statement, when it became effective, did not contain and, as amended that any person will resell or supplemented, if applicable, will not contain repurchase 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, Exchange Shares, (ii) that any person will refund the Time purchase price of Sale Prospectus does not, and at the time of each sale any 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 Exchange Shares, (iii) as to the Prospectus does not contain and, as amended future price or supplemented, if applicable, will not contain value of 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 madeExchange Shares, not misleadingor (iv) that any of the Exchange Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Exchange Shares of Pubco on any stock exchange or automated dealer quotation system; provided that and (v) the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to acknowledges and agrees that Pubco shall not consider 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name for acceptance unless the undersigned provides to Pubco, along with an executed copy of this Agreement and such other supporting documentation that Pubco or its legal counsel may request to establish the information relating to its holdings Selling Shareholder's qualification as a qualified investor. In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of Common Shares set forth this Agreement includes any person in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”)United States. (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholder, severally and not jointly, Shareholders represents and warrants to and agrees with each of the U.S. 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) Upon payment for 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) Delivery of the Shares to be sold by such Selling Shareholder pursuant to this AgreementAgreement will, upon 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)as contemplated herein, (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, 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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the 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; provided , except that the representations and warranties set forth in this paragraph 2(e2(f) are limited apply only to statements or omissions made relating to such Selling Shareholder in reliance the Registration Statement or the Prospectus based upon and in conformity with information relating to such Selling Shareholder furnished in writing 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of 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 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 will not contravene (i) any provision of applicable law, or the partnership agreement of such Selling Shareholder (ii) if such Selling Shareholder is a partnership), or the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, Shareholder (if such Selling Shareholder is not a partnership) 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, exceptexcept for any contraventions of an agreement, instrument, judgment, order or decree which would not, individually or in the case of clauses (i)aggregate, (iii) and (iv), where such contravention would not impair in any material respect adversely affect such Selling Shareholder’s ability to fulfill its obligations under and consummate the transactions contemplated by this Agreement or result in the creation or imposition of any security interest, lien or other encumbrance on any of the Shares being sold by such Selling Shareholder under this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and as or may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 “New York UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement 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 to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon (i) the payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, (ii) delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), (iii) registration of such Shares in the name of Cede DTC or such other nominee its nominee, and the crediting of such Shares DTC or another person on the books behalf of DTC to securities accounts maintaining possession 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 certificates representing such Shares and (Civ) DTC indicating by book entries on its books that security entitlements with respect to such Shares have been credited to the Underwriter’s securities accounts, the Underwriter will acquire a security entitlement with respect to such Shares and no action based on any “an adverse claim”, within the meaning of claim (as defined in Section 8-102 of the New York UCC, to such Shares ) may be asserted against the Underwriters with respect to Underwriter (assuming that (A) the Underwriter is purchasing such security entitlement; for purposes Shares without notice of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occurany adverse claim, (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, (yB) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of as defined in Section 8-102 of the New York UCC and (zC) appropriate entries to the accounts State of New York is the “security intermediary’s jurisdiction” of DTC for purposes of Section 8-110 of the several Underwriters on the records of DTC will have been made pursuant to the New York UCC). (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 (iiiii) 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(e) are limited only apply to statements in or omissions made in reliance from 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 or on behalf of such Selling Shareholder expressly specifically for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statementname of such Selling Shareholder, the Time number of Sale Prospectus, Firm Shares to be offered by such Selling Shareholder and the Prospectus or any amendments or supplements thereto is the address and other information relating with respect to such Selling Shareholder’s name Shareholder (excluding any percentages), which appear under the caption “Principal and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” in the Prospectus (except for the percentages set forth therein) (information so furnished in writing being hereinafter called, collectively, the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, (a) SPEI 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 ShareholderSPEI. (bii) The execution and delivery by such Selling Shareholder SPEI of, and the performance by such Selling Shareholder SPEI of its obligations under, this Agreement will not contravene (i) any provision of applicable law, law or (ii) the certificate partnership agreement of incorporation SPEI or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder SPEI or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling ShareholderSPEI, except, except to the extent a consent or waiver has been obtained and remains in the case of clauses (i), (iii) full force and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, effect; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder SPEI of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (ciii) Such Selling Shareholder hasSPEI is, and immediately prior to on the Closing Date (as defined below) or any Option Closing Date (as defined below), as the case may be, will havebe, valid title to, or a valid “security entitlement” within the meaning record owner of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement SPEI, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and has duly endorsed such Shares in blank; and SPEI has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesSPEI. (div) Upon payment for the Shares to be sold by such Selling Shareholder SPEI 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 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 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 on the records of DTC will have been made pursuant to the UCC. (iv) SPEI is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Prospectus to sell its Shares pursuant to this Agreement. (vi) (A) 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 (iiiB) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(a)(vi) are limited to statements or omissions made in reliance upon information relating to SPEI furnished to the Company in writing by SPEI expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto. (vii) SPEI 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 conformity stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of its Shares. (viii) Except as disclosed by SPEI in writing to Mxxxxx Sxxxxxx, neither SPEI nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the meaning of Article 1(q) of the Bylaws of the National Association of Securities Dealers, Inc. (the “NASD”)), any member firm of the NASD. (b) Each Non-Management Selling Shareholder and each Management Selling Shareholder represents and warrants to and agrees with each of the Underwriters that, with respect to such Selling Shareholders only: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (ii) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Stock Custody Agreement signed by such Selling Shareholder and EquiServe 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (A) any provision of applicable law, (B) the partnership agreement or membership agreement of such Selling Shareholder (if such Selling Shareholder is a partnership or limited liability company), (C) any agreement or other instrument binding upon such Selling Shareholder, except to the extent a consent or waiver has been obtained and remains in full force and effect or (D) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (A), (C) and (D), where such contravention would not impact in any material respect the consummation of such Selling Shareholder’s obligations under this Agreement, the Custody Agreement or such Selling Shareholder’s Power of Attorney; and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such as may be required by the Securities Act, the Exchange Act, the securities or Blue Sky laws of any jurisdiction, or the rules and regulations of the NASD in connection with the offer and sale of the Shares. (iii) Such Selling Shareholder is, and on the Closing Date will be, the record owner of the Shares to be sold by such Selling Shareholder (in the case of an individual, either individually or jointly with such individual’s spouse), free and clear of all security interests, claims, liens, equities or other encumbrances, and has duly endorsed such Shares in blank; and such Selling Shareholder has 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 of such Selling Shareholder and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder. (iv) The Custody Agreement and the Power of Attorney of such Selling Shareholder have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (v) 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 or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such Shares; 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. (vi) (A) In the case of the Management Selling Shareholders only, 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 WellCare Group; and (B) such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Prospectus or the Registration Statement to sell its Shares pursuant to this Agreement. (vii) (A) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(b)(vii) 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; and provided, further, that, in the case of the Non-Management Selling Shareholders only, the representations and warranties set forth in this paragraph 2(b)(vii) are limited to statements or omissions made in reliance upon 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fviii) Each Such Selling Shareholder represents has not taken and warrants that no stamp will not take, directly or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedindirectly, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter action which is designed to or for which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the account price of any security of the Company to facilitate the sale or resale of its Shares. (ix) Except as disclosed by such Selling Shareholder as set forth in writing to Mxxxxx Sxxxxxx, neither the Time Selling Shareholder nor any of Sale Prospectus and 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 Prospectusmeaning of Article 1(q) of the Bylaws of the NASD), and pursuant to any member firm of the terms of this AgreementNASD.

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 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 will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation, as applicablelimited 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this Agreement, Agreement and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (i) such consentas may have already been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares 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 be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement 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 to sell, transfer and deliver assuming that each Underwriter acquires its interest in the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) 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 it 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 such Underwriter maintained with DTC and payment therefor by such Underwriter, as provided herein, such 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 such 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 of the several Underwriters on the records of DTC will have been made pursuant to the UCCNYUCC. (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; provided , except that the representations and warranties set forth in this paragraph 2(e2(f) 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 written information furnished to the Company by each such Selling Shareholder expressly for use consists of (a) 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, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” and (b) the information relating to such Selling Shareholder’s name and selling shareholder in the information relating to its holdings of Common Shares “Our Principal Shareholders” section under the caption “Prospectus Summary” as set forth in the section “Time of Sale Prospectus and Prospectus (with respect to each Selling Shareholders” (except for the percentages set forth therein) (Shareholder, the “Selling Shareholder Information”). (fe) Each With respect to any Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedis a non-U.S. person, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in has the Time of Sale Prospectus and the Prospectuspower to submit, and pursuant to Section 19(a) has, to the terms 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 AgreementAgreement 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 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 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, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) (i) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents by‑laws of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a 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, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will havehave (assuming due issuance of any Shares to be issued upon the exercise of Options), valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment 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 Scotland or Israel 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. (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 15(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 15(a)), and has the power to designate, appoint and empower, and pursuant to Section 15(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) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (g) Book-entry securities entitlements representing all of the Shares to be sold by such Selling Shareholder hereunder, other than any such Shares to be issued upon the exercise of Options, have been, and each of the 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 Shareholders hereunder have been, placed in custody under the Custody Agreement; (h) The Shares in book-entry form, or the irrevocable Option exercise notice, in either case held in custody for such Selling Shareholder under the Custody Agreement are subject to the interests of the Underwriters hereunder; the arrangements made by such Selling Shareholder for such custody, and the appointment by such Selling Shareholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable; the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Shareholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership or corporation, 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 or corporation should be dissolved, or if any other such event should occur, before the delivery of the Shares to be sold by such Selling Shareholder hereunder, certificates representing the Shares to be sold by such Selling Shareholder hereunder shall be delivered by or on behalf of the Selling Shareholders in accordance with the terms and conditions of this Agreement and of the Custody Agreements; and actions taken by the Attorneys-in-Fact pursuant to the Powers 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; (i) Such Selling Shareholder has not, prior to the execution of this Agreement, delivery of such Shares, as directed offered or sold any Shares 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 means of any adverse claim “prospectus” (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such SharesSecurities Act), or used any “prospectus” (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 the Securities Act) in connection with the offer or sale 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 DTCShares, in each case on case, other than the Company’s share registry most recent Time of Sale Prospectus. (j) Such Selling Shareholder is not prompted to sell by any material information concerning the Company or its subsidiaries which is not set forth in accordance with the Time of Sale Prospectus to sell 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 Shares pursuant to the UCCthis Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the 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, (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(e2(l) (y) do not apply to statements or omissions in the Registration Statement or any Prospectus based upon, and in conformity with, information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein and (z) 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 roadshow or any Prospectus or any amendments amendment or supplements supplement thereto; , it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use 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, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Prospectus in the section table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or, 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) Except as detailed in Schedule 2(h)(iii), for the past 5 years, such Selling Shareholder has not knowingly engaged in, and is not now knowingly engaged 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) (a) None of such Selling Shareholder or its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken 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 its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; 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. (m) In the case of a Selling Shareholder that is an entity, 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 the Selling Shareholder, threatened. (n) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)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 any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

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 a non-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 Agreement, and, to the extent party thereto, 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 by the Registration Statement (the "Power of Attorney") will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws bylaws or other similar organizational documents of such Selling Shareholder, as applicablein the case of a non-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 case of clauses (i), (iii) and or (iv), where such contravention would not impair in any material respect respects the consummation of such Selling Shareholder’s ability to fulfill its 's obligations under this AgreementAgreement or, to the extent party thereto, the Power of Attorney, and no consent, approval, authorization or order of, 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 party thereto, the Power of such Selling Shareholder, Attorney except such consent, approval, authorization or order of, or qualification, as has have been obtained under the Securities Act and as may be required by the securities or Blue Sky laws of the various jurisdictions states or the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD"), in each case, in connection with the offer and sale of the Shares. (c) Upon consummation of the Ancillary Transactions and, to the extent such Selling Shareholder is party to the Trust Agreement, the transfer to such Selling Shareholder of any Shares to be sold by such Selling Shareholder or as would not impair Shareholder, and, in any material the case of certain Selling Shareholders listed on Schedule IV hereto, the exercise of options with respect to underlying shares of Common Stock, such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder haswill, and immediately prior to as the Closing Date will Date, 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and, to the extent party thereto, the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) The Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder, to the extent party thereto, and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery transfer 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, (xw) 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, (yx) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and UCC, (zy) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCUCC and (z) with respect to DTC, the "securities intermediary's jurisdiction" within the meaning of Section 8-110(e) of the UCC is New York. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in 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 not, as of the date of such amendment or supplement, as applicable, 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 Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply, as of Sale the date of such amendment or supplement, as applicable, in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the 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 Prospectuscontain and, as then amended or supplemented by the Companysupplemented, if applicable, will not, as of the date of such amendment or supplement, as applicable, 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 andmisleading, 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(e2(g) are limited to statements or and 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 the 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 written information so furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statement, the Time name of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection the number of offered Shares and the other information with the payments made under this Agreement by the Underwriter respect to or for the account of such Selling Shareholder as set forth (excluding percentages) which appear in the Time of Sale table (and corresponding footnotes) under the caption "Principal and Selling Stockholders" in the Prospectus and (with respect to each Selling Shareholder, the Prospectus, and pursuant to the terms of this Agreement"Shareholder Information").

Representations and Warranties of the Selling Shareholders. Each of the Selling ShareholderShareholders, severally and not jointlyjointly with the other Selling 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 Assuming the accuracy of the Company's representations in Section 1.(a) and 1.(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 Irrevocable Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") among such Selling Shareholder, ___________, as custodian (the "Custodian"), and certain individuals as attorneys-in-fact, relating to (i) 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 will not contravene (i) any provision of applicable law (except that no representation is made with respect to any state securities law or Blue Sky law or any foreign law), or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) 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 case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, 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 such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states or foreign law in connection with the offer and sale of the Shares. (c) On the date hereof, such Selling Shareholder has valid title to the Shares to be sold by such Selling Shareholder Shareholder, or to shares of Nonvoting Common Stock that are to be converted into such Shares; as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to of the Closing Date and the Option Closing Date, if any (each as hereinafter defined), such Selling Shareholder 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, to the Shares to be sold by such Selling Shareholder pursuant to this Agreement free hereunder on such date (including any Shares issued upon conversion of Nonvoting Common Stock) and clear as of all security interestseach such date has, claimsor will have, liens, equities or other encumbrances and the legal right and power, and, assuming the accuracy of the Company's representations in Section 1.(a) and 1.(b), all authorization and approval required by law, to enter into this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder 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) Upon The Power of Attorney and Custody Agreement signed by 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. (e) Delivery of, and payment for 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 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, to such Shares may be asserted against pass marketable title the Underwriters with respect to such Shares free and clear of any security entitlement; for purposes interests, claims, liens, equities and other encumbrances. (f) All information furnished by or on behalf of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered for use in the name of Cede or another nominee designated by DTCRegistration Statement and Prospectus is, in each case and on the Company’s share registry in accordance with its certificate of incorporation, bylaws Closing Date (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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplementedOption Closing Date, if applicableany) will be, 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 misleadingtrue, (ii) the Time of Sale Prospectus correct, and complete, and 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), and the Time of Sale Prospectus, as then amended or supplemented by the CompanyOption Closing Date, if applicable, any) 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 (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, such information not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of 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 (except in the case of natural persons), 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 signed by such Selling Shareholder and Xxxxxxxxx, Xxxx & Xxxxxxx LLP, 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, relating to the transactions contemplated hereby and by the Registration Statement (the "Power of Attorney") will not contravene (i) any provision of applicable law, ,or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iiiii) in any material respect any agreement or other instrument binding upon such Selling Shareholder that is material to such Selling Shareholder or (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, 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 of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and or as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to 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 pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized (except in the case of natural persons), executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the 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 '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) All information relating to such Selling Shareholder furnished in writing by or on behalf of such Selling Shareholder expressly for use in (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, Basic Prospectus under the caption "Principal and Selling Stockholders" and (ii) the Time of Sale Prospectus Supplement under the caption "Selling Stockholders" is, and on the Closing Date will be, true, correct and complete, and 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 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 (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, such information not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each The Selling ShareholderShareholders, severally and not jointly, represents represent and warrants warrant to and agrees agree with each of the Underwriters Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf (i) Trident II, L.P. by Trident Capital II, L.P., as its general partner and CD Trident II, LLC, as a general partner of such Selling ShareholderTrident Capital II, L.P., (ii) Xxxxx & XxXxxxxx Capital Professionals Fund, L.P. by Stone Point GP Ltd., as its general partner and (iii) Xxxxx & XxXxxxxx Employees’ Securities Company, L.P. by Xxxxx & XxXxxxxx XX I, Inc., as its general partner. (b) The execution and delivery by such Selling Shareholder of, and or the performance by such Selling Shareholder of its obligations under, this Agreement and each Share Repurchase Agreement, and the consummation of the transactions contemplated by this Agreement and each Share Repurchase Agreement, will not contravene (i) any provision of applicable lawcontravene or result in a breach or violation of, or constitute a default under, (iiA) the certificate memorandum of incorporation or by-association, bye laws or other organizational governing documents of such Selling Shareholder, as applicable, or (iiiB) any agreement provision of applicable law or other instrument binding upon such Selling Shareholder or (iv) any regulation, rule, judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling ShareholderShareholder or any of its properties or (C) any agreement, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization indenture or order of, or qualification with, any governmental body or agency is required for the performance by other instrument binding upon such Selling Shareholder or to which such Selling Shareholder is a party or to which any of its obligations under this Agreement properties are subject, or (ii) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property of such Selling Shareholder, except (other than with respect to clause (i)(A)) as would not, individually or in the aggregate, have a material adverse effect on the ability of such consentSelling Shareholder to consummate the transactions contemplated hereby and thereby. Except for permits, approvalconsents, authorization or order of, or qualification, as has been obtained approvals and as may be similar authorizations required by the securities or “Blue Sky Sky” or insurance securities laws of the various certain jurisdictions in connection with the offer and sale of the Shares to be sold and permits, consents, approvals and authorizations which have been obtained, no permit consent, approval, authorization or order of any court, governmental agency or body or financial institution is required in connection with the consummation by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under of the transactions contemplated by this Agreement. (c) Such Selling Shareholder hasis, and immediately prior to on the Closing Date will havebe, valid title tothe registered holder of a certificated security representing, or and/or has and will have a valid “security entitlement” within the meaning of Section 8-501 102(a)(17) of the New York Uniform Commercial Code (the “NYUCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and such Selling Shareholder’s entry into this Agreement and such Selling Shareholder’s sale, transfer and delivery of the Shares to be sold by such Selling Shareholder have been duly authorized by all necessary corporate and/or organizational action, if any, and such Selling Shareholder has the legal right and power, and all authorization and approval required by law, power to enter into this 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. The Shares to be sold by such Selling Shareholder are not subject to any preemptive or similar rights, and such Selling Shareholder has all rights in and full power and authority to transfer such Shares. (d) Upon payment for delivery in New York of any certificate or certificates representing the Shares to be sold by such Selling Shareholder pursuant to this AgreementShareholder, delivery of such Shares, as directed properly indorsed in blank by the Underwritersan effective indorsement, to either (i) Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”)) or (ii) the Underwriter purchasing such Shares, registration of and upon payment for such Shares in the name of as contemplated by this Agreement, Cede (or such other nominee and nominee) or the crediting Underwriter, as the case may be, will acquire all of such Selling Shareholder’s rights in such Shares on that such Selling Shareholder has or has the books power to transfer, free of DTC to securities accounts any adverse claim within the meaning of Section 8-102(a)(1) of the Underwriters NYUCC; provided that Cede (assuming that neither DTC nor any or such Underwriter other nominee) or the Underwriter, as the case may be, has no notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)NYUCC) to such Shares), . Assuming the proper execution of an entitlement order (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 102(a)(8) of the UCC, NYUCC) given by such Selling Shareholder to the securities intermediary (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 8-102 102(a)(14) of the UCCNYUCC) maintaining the security entitlement for such Selling Shareholder with respect to the Shares to be sold by such Selling Shareholder, to and assuming that as a result of the execution of such Shares may be asserted against the Underwriters order a security entitlement with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, Shares is properly credited at a securities intermediary (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 8-102 102(a)(14) of the UCC NYUCC) to the account of the Underwriter purchasing such Shares, upon payment for such Shares as contemplated by this Agreement, then no action based on an adverse claim within the meaning of Section 8-102(a)(1) of the NYUCC may be asserted against the Underwriter with respect to such security entitlement to the extent that (i) the Underwriter had no notice of such adverse claim within the meaning of Section 8-105 of the NYUCC and (zii) appropriate entries the Underwriter is the entitlement holder (within the meaning of Section 8-102(a)(8) of the NYUCC) with respect to the accounts of the several Underwriters on the records of DTC will have been made pursuant securities account to the UCCwhich such security entitlement is credited. (i) The Registration Statement, when it became effectiveas amended to the date of this Agreement, 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon 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 the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents Share Repurchase Agreement has been duly authorized, executed and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on delivered by such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.