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

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, warrants and covenants to the Underwriters as follows: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) The Shares to be sold by such Selling Stockholder have been duly authorized and are validly issued, fully paid and non-assessable. (c) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and _______, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "CUSTODY AGREEMENT") and the Power of Attorney of such Selling Stockholder appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "ATTORNEYS") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement (the "POWER OF ATTORNEY") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein and therein. (d) This Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Stockholder. (be) [Reserved]The Custody Agreement of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms. (cf) Upon payment for The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding instrument of such Selling Stockholder, enforceable in accordance with its terms, and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Securities Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (g) Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of good and clear title to such Securities, as directed by Shares will pass to the Underwriters, to Cede & Co. free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (“Cede”h) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such paymentexecution, delivery and crediting occurperformance of this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, (x) the compliance by such Securities will have been registered in Selling Stockholder with all the name of Cede or another nominee designated by DTC, in each case on provisions hereof and thereof and the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 consummation of the UCC transactions contemplated hereby and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, thereby will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) require any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing qualification with, any court or other governmental authority body or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, agency (except such as may be required under the Securities Act, applicable state securities or blue sky Blue Sky laws and from of the FINRA and various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Stockholder, or any indenture, loan agreement, mortgage, lease or other approvals as have been obtained on agreement or prior instrument to the date which such Selling Stockholder is a party or by which such Selling Stockholder or any property of this Agreementsuch Selling Stockholder is bound or (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over such Selling Stockholder or any property of such Selling Stockholder. (ei) All The information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, Statement under the Time of Sale Prospectus or the Prospectus iscaption "Principal and Selling Stockholders" which specifically relates to such Selling Stockholder does not, and will not on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will notDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (fj) Prior At any time during the period described in Section 5(d), if there is any change in the information referred to the completion of the Underwriters’ distribution of the Securitiesin Section 7(i), the such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale immediately notify you of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectussuch change. (gk) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any Each certificate signed by or on behalf of the such Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Each of the Selling Stockholder representsand (in respect of Sections 2(a), (c) and (f) only) Diageo, represents and warrants to, and covenants to agrees with, the Underwriters Company and each Underwriter, as follows:set forth below in this Section 2. (a) This Agreement has been duly authorized, executed and delivered by each of the Selling Stockholder and Diageo. (b) On the Effective Date and at the Execution Time, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, as of its date and on the Closing Date, the Final Prospectus (together with any supplement thereto) will 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; provided, however, that the representations or warranties contained in this paragraph shall only apply to statements in or omissions from the Registration Statement and the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Selling Stockholder specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto); it being understood and agreed that, for purposes of this Agreement, the only information furnished in writing to the Company by or on behalf of the Selling Stockholder specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto) are the statements relating to the name, address and number of shares held by the Selling Stockholder set forth under the caption “Selling Stockholder. (b) [Reserved]” therein. (c) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required to be obtained by the Selling Stockholder or Diageo in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. (d) The Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Selling Stockholder 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 Securities to be sold by the Selling Stockholder or a security entitlement in respect of such Securities. (e) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares Securities on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters 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 SharesSecurities), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (df) The Neither the execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, the offer and sale of the Securities, nor the consummation of any other of the transactions herein contemplated will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving violation of notice or lapse of time, would be in default) under, or require the consent imposition of any other party lien, charge or encumbrance upon any property or assets of the Selling Stockholder, Diageo or their Material Subsidiaries pursuant to (i) the limited partnership agreement Memorandum and Articles of Association or charter or by-laws, as applicable, of the Selling Stockholder, Diageo or such subsidiaries, (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Selling Stockholder Stockholder, Diageo or such subsidiaries is a party or by which it is bound or under to which it its or their property is entitled to any right or benefit subject or (iii) any provision of applicable law or any statute, law, rule, regulation, judgment, order, order or decree or regulation applicable to the Selling Stockholder Stockholder, Diageo or such subsidiaries of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the Selling Stockholder, exceptDiageo or its subsidiaries or any of its or their properties (except where such conflicts, in the case breaches or violations of the foregoing clauses (ii) and (iii) as would notor defaults under agreements or instruments or violations of statutes or regulations or imposition of liens or other encumbrances, individually or in the aggregate, would not affect the prospective rights of DTC and the Underwriters as set forth under paragraph (e) above). (g) Except as set forth in or contemplated in the Prospectus, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder, Diageo or any of their respective subsidiaries or its or their property is pending or, to the best knowledge of the Selling Stockholder or Diageo, as the case may be, threatened that would reasonably be expected to materially impact have a material adverse effect on the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date performance of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (gh) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted would constitute or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesSecurities. Any certificate signed by or on behalf any officer of the Selling Stockholder or Diageo and delivered to the Underwriters Representatives or to counsel for the Underwriters or the Company in connection with the offering of the Securities shall be deemed a representation and warranty by such the Selling Stockholder to or Diageo, as the Underwriters case may be, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making , to each of Underwriter and the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceCompany.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as follows: (a) This Agreement has been duly authorizedThe Selling Stockholder now has, executed and delivered at the Closing Date (as hereinafter defined) will have, good and marketable title to the Firm Shares to be sold by or on behalf of the Selling Stockholder, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such Firm Shares. (b) [Reserved]. (c) Upon payment for the Securities Firm Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesFirm Shares, as directed by the UnderwritersRepresentatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Securities Firm Shares in the name of Cede or such other nominee and the crediting of such Firm Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters 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 Firm Shares), (A) DTC shall be a “protected purchaser” of such Securities Firm 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 Securities Firm Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities Firm Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities Firm Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The Selling Stockholder has full right, power and authority to execute and deliver this Agreement, the Power of Attorney and the Custody Agreement referred to below and to perform its obligations under such agreements. This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. Each of the Power of Attorney and the Custody Agreement, in the forms heretofore furnished to the Representatives (respectively, the “Power of Attorney” and the “Custody Agreement”) has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder and are valid and binding agreements of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principle. (d) The execution and delivery by the Selling Stockholder of, of this Agreement and the performance consummation by the Selling Stockholder of its obligations under, this Agreement, the transactions herein contemplated and the fulfillment by the Selling Stockholder of the terms hereof will not contravene (i) require any consent, approval, authorization, or conflict withother order of any court, regulatory body, administrative agency or other governmental body (except as may be required under the Act, state securities laws, Blue Sky laws or Financial Instruments and Exchange Law of Japan), (ii) result in a breach of any of the terms and provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement organizational documents of the Selling Stockholder, or (iiiii) result in a breach of any indenture, mortgage, deed of trust or other agreement or instrument to which the Selling Stockholder is a party party, or by which it is bound or under which it is entitled to of any right or benefit or (iii) any provision of applicable law or any judgment, order, decree rule or regulation applicable to the Selling Stockholder of any court, court or of any regulatory body, body or administrative agency, agency or other governmental body or arbitrator having jurisdiction over the Selling Stockholderjurisdiction, except, except in the case of the foregoing clauses (ii) and clause (iii) as for such consents, approvals, authorizations, orders or breaches that would not, individually or in not have a material adverse effect on the aggregate, reasonably be expected to materially impact ability of the Selling Stockholder’s ability Stockholder to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of Agreement and consummate the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreementhereby. (e) All information furnished to the Company or the Underwriters by or on behalf of the The Selling Stockholder in writing expressly for use in the Registration Statementis a joint-stock corporation (kabushiki kaisha) with limited liability, the Time of Sale Prospectus or the Prospectus isduly incorporated, validly existing and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder registered under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time Laws of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”)Japan. (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to to, or that which has constituted constituted, or that which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security the Common Stock of the Company to facilitate and, other than as permitted by the sale Act, the Selling Stockholder will not distribute any prospectus or resale other offering material in connection with the offering of the Shares. Any certificate signed . (g) The sale of the Firm Shares by the Selling Stockholder pursuant hereto is not prompted by any material information concerning the Company or any of the Subsidiaries which is not set forth in the Registration Statement, the General Disclosure Package and the Prospectus or the documents incorporated by reference therein. (h) As of the Applicable Time and as of the Closing Date, neither (i) the General Disclosure Package nor (ii) any individual Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will 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, however, that the representations and warranties set forth in this paragraph 2(h) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the General Disclosure Package or any individual Limited Use Free Writing Prospectus, it being understood and agreed that the only information furnished by the Selling Stockholder consists of the name of the Selling Stockholder, the number of offered shares and the address and other information with respect to the Selling Stockholder (excluding percentages) which appear in the General Disclosure Package in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (the “Selling Stockholder Information”). (i) No consent, approval or waiver is required under any instrument or agreement to which the Selling Stockholder is a party or by which such Selling Stockholder is bound or under which it is entitled to any right or benefit, in connection with the offering, sale or purchase by the Underwriters of any of the Shares which may be sold by the Selling Stockholder under this Agreement or the consummation by the Selling Stockholder of any of the other transactions contemplated hereby, except for such consents, approvals or waivers that would not have a material adverse effect on the ability of the Selling Stockholder to perform its obligations under this Agreement and consummate the transactions contemplated hereby. (j) The Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement. (k) There are no affiliations or associations between any member of FINRA and the Selling Stockholder. (l) The Selling Stockholder is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of the Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares. (m) The Selling Stockholder has not prepared or had prepared on its behalf or used or referred to any “free writing prospectus” as defined in Rule 405 under the Act and has not distributed any written materials in connection with the offer or sale of the Shares. (n) Neither the Selling Stockholder, nor any of its subsidiaries, any director, officer or employee thereof, or, to the Selling Stockholder’s knowledge, any agent, affiliate or representative of the Selling Stockholder or any of its subsidiaries, is a Person that is, or is owned or controlled by a Person that is currently subject to any U.S. sanctions administered by or imposed by OFAC or other economic sanctions; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered or imposed by OFAC or other economic sanctions. Neither the Selling Stockholder, nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent or other affiliate or other person associated with or acting on behalf of the Selling Stockholder and delivered Stockholder, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to the Underwriters political activity; (ii) has made any direct or indirect unlawful contribution or payment to counsel for the Underwriters shall be deemed any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) is aware of or has taken any action, directly or indirectly, that would result in a representation and warranty violation by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each Persons of the representations set forth in this Section 2. OECD Convention, the FCPA or any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency. (o) The Selling Stockholder acknowledges that the Underwriters and, for purposes operations of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel its subsidiaries are and have been conducted at all times in compliance with Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the UnderwritersAnti-Money Laundering Laws is pending or, will rely upon to the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSelling Stockholder’s knowledge, threatened.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder representsrepresents and warrants to, warrants and covenants to the Underwriters as followsagrees with, each Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the The Selling Stockholder. (b) [Reserved]. (c) Upon payment for , through the Securities to be sold by the Selling Stockholder pursuant to this AgreementTrust, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim a security entitlement (within the meaning of Section 8-105 102(a)(17) of the New York Uniform Commercial Code (the “UCC”)) to such Shares)the Regency Shares to be delivered by it under the Forward Agreements and the Confirms maintained in a securities account on the books of UBS Financial Services Inc. free and clear of all liens, (A) DTC shall be a “protected purchaser” encumbrances, equities and claims, and upon payment for the Regency Shares as provided in the applicable Forward Agreement and Confirm, and the crediting of such Securities Regency Shares on the books of The Depository Trust Company to the securities accounts (within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, ) of the Underwriters will acquire a valid security entitlement in respect various Forward Counterparties (assuming that each of such Securities and (C) no action based on the Forward Counterparties lacks notice of any “"adverse claim”, " (within the meaning of Section 8-102 of the UCC, ) to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occurRegency Shares), (xA) each of the Forward Counterparties will acquire valid "security entitlements" in respect of the Regency Shares purchased by such Securities 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, Forward Counterparty (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC UCC) and (zB) appropriate entry no action based on any "adverse claim" (within the meaning of Section 8-102 of the UCC) to the account of the Underwriters on the records of DTC will have been made pursuant Regency Shares, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against such Forward Counterparty with respect to the UCC.such security entitlements; (db) The Each of this Agreement, the Forward Agreements and the Confirms has been duly authorized by the Selling Stockholder or the Trust, as the case may be; each of this Agreement and the Forward Agreements has been duly executed and delivered by the Selling Stockholder or the Trust, as the case may be; assuming due authorization, execution and delivery by the Selling Stockholder ofother parties thereto, each of the Forward Agreements constitutes and, upon execution and delivery of the performance Confirms by the Trust, each of the Confirms will constitute, a valid and legally binding agreement of the Trust enforceable against the Trust in accordance with its respective terms, 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; (c) Neither the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with nor the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder Trust has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted would constitute or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesRegency Common Stock or the SynDECS; (d) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Stockholder or the Trust of the transactions contemplated herein or in the Forward Arrangements, except (1) such as may have been obtained under the Act, (2) such as may be required to be obtained by the Company, Holdings or the Underwriters under the rules of the National Association of Securities Dealers, Inc. or the New York Stock Exchange, and (3) such as may be required under federal securities laws or state securities or Blue Sky laws in connection with the purchase and sale of the SynDECS by the Underwriters or the delivery of the Regency Shares pursuant to the terms of the Forward Arrangements and the SynDECS and such other approvals as have been obtained; (e) The delivery of the Regency Shares pursuant to the terms of the Forward Arrangements and the consummation of any other of the transactions herein and therein contemplated by the Selling Stockholder and the Trust, as the case may be, and the performance by the Selling Stockholder and the Trust, as the case may be, of their obligations hereunder and thereunder will not conflict with, result in a breach or violation of, or constitute a default under (i) any law applicable to the Selling Stockholder, the (ii) charter or by-laws of the Selling Stockholder or the Trust or (iii) the terms of any indenture or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or bound, or any judgment, order or decree applicable to the Selling Stockholder or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder or any of its subsidiaries, other than, in the case of clauses (i) and (iii), such conflicts, breaches, violations or defaults which, if determined adversely to the Selling Stockholder, would not reasonably be expected to have a material adverse effect on the consummation of the transactions contemplated hereby and by the Forward Arrangements; (f) In respect of any statements in or omissions from the Company Registration Statement or the Company Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with the Selling Stockholder Information, the Selling Stockholder hereby makes the same representations and warranties to each Underwriter as the Company makes to such Underwriter under Section 2(b) (excluding any proviso); (g) The execution and delivery of the Forward Agreements do not, and the execution and delivery of the Stock Loan Agreement (as defined herein) and the performance of the Forward Agreements and the Stock Loan Agreement by the parties thereto in accordance with their respective terms will not, violate Section 7 of the Exchange Act or Regulations T, U or X of the Board of Governors of the Federal Reserve System; and (h) The statements constituting Selling Stockholder Information set forth in the Company Registration Statement and the Company Prospectus under the caption "Plan of Distribution" and in the Holdings Registration Statement and Holdings Prospectus under the captions "Relationship among Citigroup, Regency and the Selling Shareholder" and "Underwriting" are, insofar as the statements constitute a summary of the documents referred to therein, accurate and complete in all material respects. Any certificate signed by or on behalf any officer of the Selling Stockholder and delivered to the Underwriters Representatives or to counsel for the Underwriters in connection with the offering of the SynDECS shall be deemed a representation and warranty by such the Selling Stockholder to the Underwriters Stockholder, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making , to each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceUnderwriter.

Representations and Warranties of the Selling Stockholder. (a) The Selling Stockholder representsrepresents and warrants to, warrants and covenants to agrees with, the Underwriters Underwriter as follows: (ai) This Agreement has been duly authorizedNeither the Time of Sale Disclosure Package nor the Prospectus or any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, executed in the light of the circumstances under which they were made, not misleading, provided that such representations and delivered warranties set forth in this subsection (a)(i) apply only to statements or omissions made in reliance upon and in conformity with written information relating to the Selling Stockholder furnished to the Company by or on behalf the Selling Stockholder specifically for use in the preparation thereof, it being understood and agreed that such information consists only of the name of the Selling Stockholder., the number of Shares to be sold by the Selling Stockholder and the address and other information with respect to the Selling Stockholder which appear in the Time of Sale Disclosure Package or Prospectus in the table (and corresponding footnotes) under the caption “Selling Stockholder” (the “Selling Stockholder Information”) (bii) [Reserved]. (c) The Selling Stockholder has, and at each Closing Date, will have, valid title to the Shares to be sold by the Selling Stockholder free and clear of all security interests, charges, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder to the Underwriter. Upon payment of the purchase price for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, Shares will be delivered to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in as directed by the name of Cede or such other nominee Underwriter, and the crediting Underwriter shall acquire complete beneficial ownership of such Shares on the books of DTC Shares. (iii) There is not pending or, to the securities account knowledge of the Underwriters (assuming that neither DTC nor the Underwriters has notice of Selling Stockholder, threatened or contemplated, any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) action, suit or proceeding to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, which the Selling Stockholder may assume that when such paymentis a party or of which any property or assets of the Selling Stockholder is the subject before or by any court or governmental agency, delivery and crediting occurauthority or body, (x) such Securities will have been registered or any arbitrator, which, individually or in the name aggregate, would materially adversely affect the ability of Cede or another nominee designated the Selling Stockholder to perform its obligations under this Agreement. (iv) This Agreement has been duly authorized, executed and delivered by DTCthe Selling Stockholder, in each case on and constitutes a valid, legal and binding obligation of the Company’s share registry Selling Stockholder, enforceable in accordance with its certificate terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of incorporationcreditors generally and subject to general principles of equity. The execution, bylaws delivery and applicable law, (y) DTC will be registered as a “clearing corporation” within performance of this Agreement and the meaning of Section 8-102 consummation of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, transactions herein contemplated will not contravene or conflict with, result in a breach or violation of any of the terms and provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholderstatute, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under to which it any of its property is entitled to any right or benefit or (iii) any provision of applicable law subject, or any judgment, order, rule, regulation or decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, court or governmental agency or body or arbitrator having jurisdiction over the Selling Stockholder or any of its properties, except in each case for violations and defaults that, individually or in the aggregate, would not reasonably be expected to materially adversely affect the ability of the Selling Stockholder to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Selling Stockholder’s charter or bylaws, in each case as in effect on the date hereof. No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder or for the consummation of the transactions contemplated hereby, including the sale of the Shares by the Selling Stockholder, exceptexcept such as have been obtained or may be required under the Securities Act, in state securities or blue sky laws, or the case rules of FINRA or the foregoing clauses (ii) and (iii) as NASDAQ Global Market, or consents that, if not obtained, would not, individually or in the aggregate, reasonably be expected to materially impact adversely affect the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for consummate the consummation by transactions contemplated hereby; and the Selling Stockholder of has the transactions power and authority to enter into this Agreement and to sell the Shares as contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of by this Agreement. (ev) All information furnished Neither the Selling Stockholder nor, to the Company knowledge of the Selling Stockholder, any of its directors, officers, agents, employees, affiliates or other person acting on its behalf, in the Underwriters by course of its actions for, or on behalf of the Selling Stockholder Stockholder, has taken any action, directly or indirectly, that has violated or would result in writing expressly for a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the Registration StatementFCPA) or any foreign political party or official thereof or any candidate for foreign political office, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as contravention of the Applicable Time, and on FCPA. (vi) To the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists knowledge of the information Selling Stockholder, (A) the operations of the Selling Stockholder have been conducted at all times, in compliance with all Money Laundering Laws; and (B) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”)Money Laundering Laws is pending or threatened. (fvii) Prior to To the completion knowledge of the Underwriters’ distribution of the SecuritiesSelling Stockholder, the Selling Stockholder has is not distributed currently subject to any U.S. sanctions administered by OFAC; and the Selling Stockholder will not distribute any knowingly, directly or indirectly, use the proceeds of this offering material in connection with the offering and sale of the Securities Shares contemplated hereby, or knowingly lend, contribute or otherwise make available such proceeds to any current or future subsidiary, joint venture partner or other than person or entity, for the Registration Statement, purpose of financing the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectusactivities of any person currently subject to any U.S. sanctions administered by OFAC. (gviii) The Selling Stockholder has not taken and or will not take, directly or indirectly, any action that is designed to or that has constituted or that which might reasonably be expected to cause or result in in, or which has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. . (ix) Neither the Selling Stockholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (within the meaning of the FINRA By-Laws) of FINRA. (x) The Selling Stockholder has not prepared or had prepared on its behalf or used or referred to a “free writing prospectus” as defined in Rule 405 under the Securities Act in connection with the offer or sale of the Shares. (b) Any certificate signed by or on behalf any officer of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters Underwriter shall be deemed a representation and warranty by such the Selling Stockholder to the Underwriters Underwriter as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder representshereby represents and warrants to each Underwriter on the date hereof, warrants and covenants shall be deemed to represent and warrant to each Underwriter on the Underwriters Closing Date and the Additional Closing Date, as followsthe case may be, that: (a) This Agreement The Selling Stockholder has been duly authorized, executed properly formed and delivered by or on behalf is a validly existing trust under the laws of the Selling Stockholderits state of formation. (b) [Reserved]. (c) Upon payment for The Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Securities Shares to be sold by the Selling Stockholder pursuant hereunder. (c) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to this Agreementany “free writing prospectus” relating to the Shares. (d) The Selling Stockholder has good and 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, free and clear of all liens, encumbrances, equities or claims. (e) Upon payment for the Shares sold by the Selling Stockholder, delivery of such SecuritiesShares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Depositary Trust Company (“DTC”), registration of such Securities Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters 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 Securities 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 Securities Shares and (Ciii) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, occur (xA) such Securities 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 a “clearing corporation” within the meaning of Section 8-102 of the UCC and (zC) appropriate entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (df) The This Agreement has been duly and validly executed and delivered by the Selling Stockholder, and the Selling Stockholder’s execution and delivery by the Selling Stockholder of, of this Agreement and the performance by the Selling Stockholder of its obligations under this Agreement have been duly and validly authorized by the Selling Stockholder, and this Agreement constitutes a valid and legally binding agreement of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. (g) None of the offering or sale of the Shares by the Selling Stockholder, the execution, delivery or performance of this Agreement by the Selling Stockholder nor the consummation of the transactions contemplated (i) requires any consent, approval, authorization or other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Selling Stockholder or any of its properties or assets (except such as may be required for the registration of the Shares under the Act and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for FINRA’s clearance of the underwriting terms of the offering contemplated hereby if and as required under FINRA’s Rules of Fair Practice), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of, or a default under, this Agreementthe deed of trust (or similar organizational documents) of the Selling Stockholder or any agreement, will not contravene indenture, mortgage, deed of trust, lease or conflict withother instrument to which the Selling Stockholder is a party, result (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to the Selling Stockholder, or (iv) results in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require results in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to, or requires the consent of any other party to (i) the limited partnership agreement of the Selling Stockholderto, (ii) any other agreement or instrument Existing Instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholderits properties may be bound, except, in the case with respect to each of the foregoing clauses (iii) and through (iii) as iv), for such conflicts, violations, breaches, defaults, liens, charges or encumbrances that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to materially impact impair in any material respect the ability of the Selling Stockholder’s ability Stockholder to perform fulfill its obligations under this Agreement. No consent. (h) There is no action, approvalsuit, authorization inquiry, proceeding or other order of, investigation by or registration or filing with, before any court or governmental or other governmental authority regulatory or agencyadministrative agency or commission pending or, is required for to the consummation by best knowledge of the Selling Stockholder, threatened, against or involving the Selling Stockholder or any property of the transactions contemplated Selling Stockholder, which, if determined adversely to the Selling Stockholder, would reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Selling Stockholder to fulfill its obligations under this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior nor to the date of this AgreementSelling Stockholder’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or investigation. (ei) All Except for statements in such documents which do not constitute part of such documents pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, neither the Registration Statement nor the Preliminary Prospectus contains any untrue statement of a material fact, and neither the Registration Statement nor the Preliminary Prospectus omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that the representations and warranties set forth in this Section 8(i) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to information furnished relating to the Company or the Underwriters Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use therein (the “Selling Stockholder Information.”) Each of the Company, the Selling Stockholder and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by the Selling Stockholder under the caption “Selling Stockholder” in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or and the Prospectus. (j) Except for statements in the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as which do not constitute part of the Applicable TimeProspectus pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, and on the Closing Date Prospectus will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed ; provided that the representations and warranties set forth in this Section 8(j) only such information consists apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to Selling Stockholder Information. (k) Except for statements in the Time of Sale Information which do not constitute part of the information Time of Sale Information pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, the Time of Sale Information does not, and will not at the time of sale of the Shares, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 8(k) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with respect reference to the Selling Stockholder Information. (l) Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 under the caption “Principal Act), when considered together with the Time of Sale Information at the time of sale of the Shares, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 8(l) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to Selling Stockholders” Stockholder Information. (m) The Selling Stockholder is not prompted to sell the Shares by any information concerning the Company that is not set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II Information and the Prospectus. (gn) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted or that might could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. . (o) The Selling Stockholder is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company, the Selling Stockholder or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares. (p) The sale of the Shares by the Selling Stockholder does not violate any of the Company’s internal policies regarding the sale of stock by its affiliates. (q) The Selling Stockholder will not directly or indirectly use the proceeds from the offering of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any Sanctioned Person. (r) Any certificate signed by or on behalf the trustee of the Selling Stockholder and delivered to the Underwriters Representatives or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by such the Selling Stockholder to (and not a representation or warranty by the Underwriters signing trustee in his individual capacity), as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making , to each of the representations set forth in this Section 2Underwriter. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion opinions to be delivered to the Underwriters pursuant to Section 8(b) hereof10 of this Agreement, counsel to the Company, counsel to the Selling Stockholder and counsel to the Underwriters, Underwriters will rely upon the accuracy and truthfulness truth of the foregoing representations representations, and the Selling Stockholder hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as follows: (a) This Agreement has been duly authorizedThe Selling Stockholder now has, executed and delivered at the Closing Date (as hereinafter defined) will have, good and marketable title to the Firm Shares to be sold by or on behalf of the such Selling Stockholder, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such Firm Shares. (b) [Reserved]. (c) Upon payment for the Securities Firm Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesFirm Shares, as directed by the UnderwritersRepresentatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Securities Firm Shares in the name of Cede or such other nominee and the crediting of such Firm Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters 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 Firm Shares), (A) DTC shall be a “protected purchaser” of such Securities Firm 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 Securities Firm Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities Firm Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities Firm Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The Selling Stockholder has full right, power and authority to execute and deliver this Agreement, the Powers of Attorney and the Custody Agreement referred to below and to perform its obligations under such agreements. This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. Each of the Powers of Attorney and the Custody Agreement, in the forms heretofore furnished to the Representatives (respectively, the “Powers of Attorney” and the “Custody Agreement”) has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder and are valid and binding agreements of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principle. (d) The execution and delivery by the Selling Stockholder of, of this Agreement and the performance consummation by the Selling Stockholder of its obligations under, this Agreement, the transactions herein contemplated and the fulfillment by the Selling Stockholder of the terms hereof will not contravene (i) require any consent, approval, authorization, or conflict withother order of any court, regulatory body, administrative agency or other governmental body (except as may be required under the Act, state securities laws, Blue Sky laws or Financial Instruments and Exchange Law of Japan), (ii) result in a breach of any of the terms and provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement organizational documents of the Selling Stockholder, or (iiiii) result in a breach of any indenture, mortgage, deed of trust or other agreement or instrument to which the Selling Stockholder is a party party, or by which it is bound or under which it is entitled to of any right or benefit or (iii) any provision of applicable law or any judgment, order, decree rule or regulation applicable to the Selling Stockholder of any court, court or of any regulatory body, body or administrative agency, agency or other governmental body or arbitrator having jurisdiction over the Selling Stockholderjurisdiction, except, except in the case of the foregoing clauses (ii) and clause (iii) as for such consents, approvals, authorizations, orders or breaches that would not, individually or in not have a material adverse effect on the aggregate, reasonably be expected to materially impact ability of the Selling Stockholder’s ability Stockholder to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of Agreement and consummate the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreementhereby. (e) All information furnished to the Company or the Underwriters by or on behalf of the Such Selling Stockholder in writing expressly for use in the Registration Statementis a joint-stock corporation (kabushiki kaisha) with limited liability, the Time of Sale Prospectus or the Prospectus isduly incorporated, validly existing and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder registered under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time Laws of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”)Japan. (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to to, or that which has constituted constituted, or that which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security the Common Stock of the Company to facilitate and, other than as permitted by the sale Act, the Selling Stockholder will not distribute any prospectus or resale other offering material in connection with the offering of the Shares. Any certificate signed . (g) The sale of the Firm Shares by the Selling Stockholder pursuant hereto is not prompted by any material information concerning the Company or any of the Subsidiaries which is not set forth in the Registration Statement, the General Disclosure Package and the Prospectus or the documents incorporated by reference therein. (h) As of the Applicable Time and as of the Closing Date, neither (i) the General Disclosure Package nor (ii) any individual Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will 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, however, that the representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the General Disclosure Package or any individual Limited Use Free Writing Prospectus, it being understood and agreed that the only information furnished by the Selling Stockholder consists of the name of the Selling Stockholder, the number of offered shares and the address and other information with respect to the Selling Stockholder (excluding percentages) which appear in the General Disclosure Package in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (the “Selling Stockholder Information”). (i) No consent, approval or waiver is required under any instrument or agreement to which the Selling Stockholder is a party or by which such Selling Stockholder is bound or under which he or it is entitled to any right or benefit, in connection with the offering, sale or purchase by the Underwriters of any of the Shares which may be sold by such Selling Stockholder under this Agreement or the consummation by such Selling Stockholder of any of the other transactions contemplated hereby, except for such consents, approvals or waivers that would not have a material adverse effect on the ability of the Selling Stockholder to perform its obligations under this Agreement and consummate the transactions contemplated hereby. (j) The Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement. (k) There are no affiliations or associations between any member of FINRA and the Selling Stockholder. (l) The Selling Stockholder is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of the Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares. (m) The Selling Stockholder has not prepared or had prepared on its behalf or used or referred to any “free writing prospectus” as defined in Rule 405 under the Act and has not distributed any written materials in connection with the offer or sale of the Shares. (n) Neither the Selling Stockholder, nor any of its subsidiaries, any director, officer or employee thereof, or, to the Selling Stockholder’s knowledge, any agent, affiliate or representative of the Selling Stockholder or any of its subsidiaries, is a Person that is, or is owned or controlled by a Person that is currently subject to any U.S. sanctions administered by or imposed by OFAC or other economic sanctions; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered or imposed by OFAC or other economic sanctions. Neither the Selling Stockholder, nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent or other affiliate or other person associated with or acting on behalf of the Selling Stockholder and delivered Stockholder, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to the Underwriters political activity; (ii) has made any direct or indirect unlawful contribution or payment to counsel for the Underwriters shall be deemed any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) is aware of or has taken any action, directly or indirectly, that would result in a representation and warranty violation by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each Persons of the representations set forth in this Section 2. OECD Convention, the FCPA or any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency. (o) The Selling Stockholder acknowledges that the Underwriters and, for purposes operations of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel its subsidiaries are and have been conducted at all times in compliance with Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the UnderwritersAnti-Money Laundering Laws is pending or, will rely upon to the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSelling Stockholder’s knowledge, threatened.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to each of the Underwriters as followsthat: (a) This Agreement has been duly authorizedsuch Selling Stockholder now is and, executed and delivered by at the time of delivery of such Shares (whether the time of purchase or on behalf any additional time of purchase, as the case may be), will be the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by such Selling Stockholder pursuant to this Agreement and has and, at the time of delivery of such Shares, will have valid title to such Shares, free and clear of all liens, encumbrances, equities or claims; and, upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesShares, 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 Securities Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to the securities account accounts of the Underwriters maintained at DTC (assuming that neither DTC nor the Underwriters 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 Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities Shares and (CB) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 Certificate of incorporationIncorporation, 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 entry book entries crediting the Shares to the account securities accounts of the several Underwriters on the records of maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC.. As used in this Section 4(a), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC; (db) The execution such Selling Stockholder has and, at the time of delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement (whether the time of purchase or any additional time of purchase, as the case may be), will have full legal right, power and delivery capacity, and all authorizations and approvals required by law (other than those imposed by the Selling Stockholder of, Act and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws laws), to (i) enter into this Agreement, (ii) sell, assign, transfer and from deliver the FINRA Shares to be sold by such Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by such other approvals as have Selling Stockholder herein; (c) this Agreement has been obtained on or prior duly executed and delivered by such Selling Stockholder; (d) to the date of this Agreement. (e) All information furnished to the Company extent that any statements or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use omissions made in the Registration Statement, the Time of Sale Prospectus or General Disclosure Package and the Prospectus isare made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), the Registration Statement, the General Disclosure Package and on the Closing Date will Prospectus, any further amendments or supplements to the Registration Statement, the General Disclosure Package and the Prospectus, when they become effective or are filed with the Commission, as the case may be, true, correct and complete in all material respects, and did not, not or will not (as of the Applicable Time, and on the Closing Date will not, case may be) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information the statements therein not misleading. Each of the Company, it being understood the Selling Stockholder and agreed the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only such information consists furnished to the Company by or on behalf of the information with respect Selling Stockholder expressly for use in the Registration Statement, the General Disclosure Package and the Prospectus or any amendment or supplement thereto are the statements pertaining to the name and address of the Selling Stockholder, the number of shares owned and the number of shares proposed to be sold by the Selling Stockholder under the caption “Principal Selling Stockholder” in each of the Registration Statement, the General Disclosure Package and the Prospectus; (e) the sale of the Shares to be sold by such Selling Stockholders” Stockholder pursuant to this Agreement is not prompted by any information concerning the Company or any Subsidiary which is not set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus (such information, the “Selling Stockholder Information”).Prospectus; (f) Prior to the completion of the Underwriters’ distribution of the Securities, the neither such Selling Stockholder nor any of its affiliates has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to to, or that which has constituted or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (g) at the time of purchase and each additional time of purchase, all stock transfer or other taxes (other than income taxes), if any, that are required to be paid in connection with the sale and transfer of the Shares to be sold by such Selling Stockholder to the several Underwriters hereunder will be fully paid or provided for by such Selling Stockholder, and all laws imposing such taxes will be fully complied with; (h) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, NASDAQ), is required in connection with the sale of the Shares to be sold by such Selling Stockholder pursuant to this Agreement or the consummation by such Selling Stockholder of the transactions contemplated hereby other than (i) registration of the Shares under the Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Act, will be effected in accordance herewith) or (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; no filing in connection with the offering of the Shares is required under the Conduct Rules of the FINRA; and (i) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby, including the sale by such Selling Stockholder of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, will conflict with, result in any breach or violation of or constitute a default under (or constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) (i) the charter or bylaws or other organizational instruments of such Selling Stockholder, (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any of its properties may be bound or affected, (iii) any federal, state, local or foreign law, regulation or rule, (iv) or any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of NASDAQ), or (v) any decree, judgment or order applicable to such Selling Stockholder or any of its properties. Any In addition, any certificate signed by or on behalf any officer of the such Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriters Stockholder, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making , to each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceUnderwriter.

Representations and Warranties of the Selling Stockholder. The --------------------------------------------------------- Selling Stockholder representsrepresents and warrants to and agrees with the several Underwriters and the Company, warrants and covenants shall be deemed to represent and warrant to the several Underwriters as followsand the Company on each Closing Date, that: (a) The Selling Stockholder has duly executed a custody agreement ("Custody Agreement") naming _________________ as custodian ("Custodian") of the Shares of the Selling Stockholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor. This Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]. (c) Upon payment All consents, approvals, authorizations and orders necessary for the Securities execution and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and for the sale and delivery of the Shares to be sold by the Selling Stockholder pursuant hereunder, as set forth on Schedule I annexed hereto, have been obtained. The Selling Stockholder has, and at the time of delivery thereof hereunder the Selling Stockholder will have, good and valid title to the Shares proposed to be sold by the Selling Stockholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, and claims, other than any created by the Custody Agreement or this AgreementAgreement for the benefit of the Underwriters. The Selling Stockholder has full right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver such Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Custody Agreement or this Agreement for the benefit of the Underwriters. The Shares to be sold by the Selling Stockholder have been duly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of pre-emptive or other similar rights. Upon delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of payment for such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCChereunder, the Underwriters will acquire a good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security entitlement in respect of such Securities interests, equities, claims and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede community 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCmarital property rights. (dc) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) Shares. The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to which could cause or result in in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesCommon Stock. (d) The execution, delivery and performance by the Selling Stockholder of this Agreement and the Custody Agreement will not, if applicable, result in the violation of any provisions of the Articles of Incorporation, By- laws or other governing documents of the Selling Stockholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or the Selling Stockholder's property may be bound or affected, or any statute, rule or regulation applicable to the Selling Stockholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over the Selling Stockholder or any of the Selling Stockholder's property. Any No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. The Selling Stockholder hereby represents and warrants that the Custody Agreement has been duly executed and delivered by or on behalf of the Selling Stockholder to the Representatives. (e) This Agreement and the Custody Agreement are each valid and binding agreements of the Selling Stockholder enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, and moratorium laws and other principles of equity. (f) The Selling Stockholder has deposited in custody, under the Custody Agreement, certificates in negotiable form for the Shares to be sold hereunder by the Selling Stockholder as set forth opposite the Selling Stockholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule 1) for the purpose of further delivery pursuant to this Agreement. The Selling Stockholder agrees that the Shares of the Selling Stockholder on deposit with the Custodian are subject to the interests of the Company and the Underwriters, that the arrangements made for such custody, pursuant to the Custody Agreement, are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder and under the Custody Agreement shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of the Selling Stockholder, by operation of law, by the death or incapacity of the Selling Stockholder or, by the occurrence of any other event. If any Selling Stockholder should die or become incapacitated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity, or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. The Selling Stockholder represents that the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by the Selling Stockholder against delivery thereof and otherwise to act on behalf of the Selling Stockholder. (g) Insofar as it relates to the Selling Stockholder, each Preliminary Prospectus, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to, make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date, (i) the Registration Statement and the Prospectus, as they relate to the Selling Stockholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to the Selling Stockholder did or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (h) To the knowledge of the Selling Stockholder, the representations and warranties of the Company set forth in section 2 hereof are true and correct. (i) The information contained in the Selling Stockholder's Selling Stockholders' Questionnaire completed in connection with the Company's public offering and delivered to the Representatives was, as of the date of such questionnaire, and is, as of the date of this Agreement, true and correct. A certificate signed by or on behalf of the Selling Stockholder as such and delivered to the Underwriters Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered thereby. The A certificate delivered by or on behalf of the Selling Stockholder has a reasonable basis to counsel for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters and shall be deemed to be delivered pursuant additional representations and warranties to Section 8(b) hereof, counsel to the Underwriters by the Selling Stockholder and counsel as to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancematters covered thereby.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, hereby represents and warrants and covenants to the Underwriters Underwriter on the date hereof, and shall be deemed to represent and warrant to the Underwriter on the Closing Date and each Additional Closing Date, as follows:the case may be, that: [[5465431]] (a) This Agreement The Selling Stockholder has been duly authorized, executed properly formed and delivered by or on behalf is a validly existing trust under the laws of the Selling Stockholderits state of formation. (b) [Reserved]. (c) Upon payment for The Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Securities Shares to be sold by the Selling Stockholder pursuant hereunder. (c) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) has used or referred to this Agreementany “free writing prospectus” or Written Testing-the-Waters Communication relating to the Shares. (d) The Selling Stockholder has good and 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, free and clear of all liens, encumbrances, equities or claims. (e) Upon payment for the Shares sold by the Selling Stockholder, delivery of such SecuritiesShares, 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 Securities Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters 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 Securities Shares within the meaning of Section 8-303 of the UCC, (Bi) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Securities Shares and (Ci) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for . For purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, occur (xA) such Securities 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, (yA) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (zA) appropriate entry entries to the account account(s) of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (df) The This Agreement has been duly and validly executed and delivered by the Selling Stockholder, and the Selling Stockholder’s execution and delivery by the Selling Stockholder of, of this Agreement and the performance by the Selling Stockholder of its obligations underunder this Agreement have been duly and validly authorized by the Selling Stockholder, and this Agreement, will not contravene or conflict with, result in Agreement constitutes a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership valid and legally binding agreement of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (iii) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally and (i) equitable principles being applied at the discretion of a court before which any proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. [[5465431]] (g) None of the offering or sale of the Shares by the Selling Stockholder, the execution, delivery or performance of this Agreement by the Selling Stockholder nor the consummation of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Selling Stockholder or any of its properties or assets (except such as may be required for the registration of the Shares under the Act and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for FINRA’s clearance of the underwriting terms of the offering contemplated hereby if and as required under FINRA’s Rules of Fair Practice), (i) conflicts with or will conflict with or constitutes or will constitute a breach of, or a default under, (A) the trust agreement (or similar organizational documents) of the Selling Stockholder or (B) any agreement, indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or of its properties may be bound, (iiii) violates any provision of applicable law or any statute, law, regulation, ruling, filing, judgment, orderinjunction, order or decree or regulation applicable to the Selling Stockholder or any of its properties, or (i) results in a breach of, or default under, or results in the creation or imposition of any courtlien, regulatory body, administrative agency, governmental body charge or arbitrator having jurisdiction over encumbrance upon any property or assets of the Selling StockholderStockholder pursuant to, or requires the consent of any other party to, any Existing Instrument to which the Selling Stockholder is a party or by which any of its properties may be bound, except, in the case with respect to each of the foregoing clauses (iii), (ii)(B), (iii) and (iii) as iv), for such conflicts, violations, breaches, defaults, liens, charges or encumbrances that have not impaired and would notnot reasonably be expected to impair, individually or in the aggregate, reasonably be expected to materially impact in any material respect the ability of the Selling Stockholder’s ability Stockholder to perform fulfill its obligations under this Agreement. No consent. (h) There is no action, approvalsuit, authorization inquiry, proceeding or other order of, investigation by or registration or filing with, before any court or governmental or other governmental authority regulatory or agencyadministrative agency or commission pending or, is required for to the consummation by knowledge of the Selling Stockholder, threatened, against or involving the Selling Stockholder or any property of the transactions contemplated Selling Stockholder, which, if determined adversely to the Selling Stockholder, individually or in the aggregate, have impaired or would reasonably be expected to impair in any material respect the ability of the Selling Stockholder to fulfill its obligations under this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior nor to the date of this AgreementSelling Stockholder’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or investigation. (ei) All Except for statements in such documents which do not constitute part of such documents pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, neither the Registration Statement nor the Preliminary Prospectus contains any untrue statement of a material fact, and neither the Registration Statement nor the Preliminary Prospectus omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that the representations and warranties set forth in this Section 8(i) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to information furnished relating to the Company or the Underwriters Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder in writing expressly for use therein (the “Selling Stockholder Information”). Each of the Company, the Selling Stockholder and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling [[5465431]] Stockholder Information is the statements pertaining to the Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by the Selling Stockholder under the caption “Selling Stockholder” in the Registration Statement, the Time of Sale Prospectus or Information and the Prospectus. (j) Except for statements in the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as which do not constitute part of the Applicable TimeProspectus pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, and on the Closing Date Prospectus will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed ; provided that the representations and warranties set forth in this Section 8(j) only such information consists apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to Selling Stockholder Information. (k) Except for statements in the Time of Sale Information which do not constitute part of the information Time of Sale Information pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, the Time of Sale Information does not, and will not at the time of sale of the Shares, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 8(k) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with respect reference to the Selling Stockholder Information. (l) Each Issuer Free Writing Prospectus (including any road show that is a free writing prospectus under Rule 433 under the caption “Principal Act), when considered together with the Time of Sale Information at the time of sale of the Shares, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 8(l) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to Selling Stockholders” Stockholder Information. (m) The Selling Stockholder is not prompted to sell the Shares by any information concerning the Company that is not set forth in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II Information and the Prospectus. (gn) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted or that might could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (o) The Selling Stockholder is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company, the Selling Stockholder or the Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares. Any certificate signed [[5465431]] (p) The sale of the Shares by or on behalf the Selling Stockholder does not violate any of the Company’s internal policies regarding the sale of stock by its affiliates. (q) (i) None of the Selling Stockholder and delivered or, to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each knowledge of the representations set forth Selling Stockholder, 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 this Section 2. The Selling Stockholder acknowledges a country or territory that is the Underwriters andsubject of Sanctions (including Crimea, for purposes of the opinion to be delivered pursuant to Section 8(b) hereofCuba, counsel to the Selling Stockholder Iran, North Korea and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSyria).

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This such Selling Stockholder now is and at the time of delivery of such Shares will be, the lawful owner of the number of Shares to be sold by such Selling Stockholder pursuant to this Agreement and has and, at the time of delivery thereof, will have valid and marketable title to such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (b) such Selling Stockholder has and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may be) will have, full legal right, power and capacity, and any approval required by law (other than those imposed by the Act and the securities or blue sky laws of certain jurisdictions), to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement; (c) this Agreement and the Custody Agreement between EquiServe Trust Company, N.A., as custodian, and the Selling Stockholder (the “Custody Agreement”) have been duly authorized, executed and delivered by such Selling Stockholder and, assuming due authorization, execution and delivery by the Custodian [will need Custodian certificate at closing], each is a legal, valid and binding agreement of such Selling Stockholder enforceable in accordance with its terms; (d) such Selling Stockholder has duly and irrevocably authorized the Representative of the Selling Stockholder, on behalf of such Selling Stockholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the transactions contemplated thereby and to deliver the Shares to be sold by such Selling Stockholder and receive payment therefor pursuant hereto; (e) to such Selling Stockholder’s knowledge, (i) each Preliminary Prospectus, at the time of filing thereof, and the last Preliminary Prospectus distributed in connection with the offering of the Shares did not, as of its date, and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) the Registration Statement did not when it became effective, does not and will not, at the time of purchase and any additional time of purchase, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus will not, as of its date and at the time of purchase and any additional time of purchase, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Selling Stockholder makes no warranty or representation with respect to any statement contained in the Preliminary Prospectus, the Registration Statement or the Prospectus in reliance upon and in conformity with information concerning an Underwriter and furnished in writing by or on behalf of such Underwriter through you to the Selling Stockholder.Company expressly for use in the Preliminary Prospectus, the Registration Statement or the Prospectus; (bf) [Reserved].the information in the Registration Statement and Prospectus, and any supplements or amendments thereto, relating to such Selling Stockholder is true and accurate and complied, when the Registration Statement became effective, complies and will comply, at the time of purchase and any additional times of purchase, in all materials respects with the requirements of the Act; (cg) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to execution, delivery and performance of this Agreement, delivery the sale of such Securities, 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 Securities in the name of Cede or such other nominee Shares and the crediting of such Shares on the books of DTC to the securities account consummation of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, transactions contemplated hereby will not contravene or conflict with, result in a any breach of, or violation of or constitute a default under (ornor constitute any event which with notice, with the giving of notice or lapse of time, time or both would be result in defaultany breach of or constitute a default under) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is the Selling Stockholder or any of the Selling Stockholder’s properties may be bound or under which it is entitled to any right or benefit affected, or (iiiii) any provision of applicable law federal, state, local or foreign law, regulation or rule or any judgmentdecree, order, decree judgment or regulation order applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, exceptother than, in the case of the foregoing clauses clause (ii) and (iii) ), such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, reasonably be expected to materially impact have a Material Adverse Effect or a material adverse effect on the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use to consummate the transactions contemplated hereby; (h) the sale of such Selling Stockholder’s Shares pursuant to this Agreement is not prompted by any information concerning the Company which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).Prospectus; (fi) Prior to other than as permitted by the completion of the Underwriters’ distribution of the SecuritiesAct, the such Selling Stockholder has not distributed and distributed, nor will not distribute such Selling Stockholder distribute, any prospectus or other offering material in connection with the offering and or sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus.Shares; (gj) The such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to designed, or that which has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (k) there are no affiliations or associations between any member of the NASD and such Selling Stockholder, except as set forth in the Registration Statement and the Prospectus; and (l) at the time of purchase, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder will have been fully paid or provided for by such Selling Stockholder and all laws imposing such taxes will have been fully complied with. Any In addition, any certificate signed by or on behalf of the such Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriters Stockholder, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making , to each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceUnderwriter.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with the Underwriters as followsUnderwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]The execution and delivery by the Selling Shareholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of the Selling Stockholder, or any agreement or other instrument binding upon the Selling Stockholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Stockholder of its obligations under this Agreement, except such as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesShares, 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 Securities Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account accounts of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters 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 Securities 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 Securities Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry entries to the account accounts of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (de) The execution and delivery by the Selling Stockholder of, has no reason to believe that the representations and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement warranties of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, Company contained in the case of the foregoing clauses (ii) Section 1 are not true and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agencycorrect, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus isthat has had, and or may have, a material adverse effect on the Closing Date Company and its subsidiaries, taken as a whole. The Selling Stockholder 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 benot 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, true(ii) the Registration Statement and the Prospectus comply and, correct and complete as amended or supplemented, if applicable, will comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and did notat the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, as of then amended or supplemented by the Applicable TimeCompany, and on the Closing Date if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood (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 agreed (v) the Prospectus, as of its date, does not contain and, at the Closing Date (as defined in Section 5), 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 only such representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon and in conformity with information consists of the information with respect relating to the Selling Stockholder under furnished to the caption “Principal and Company in writing by the Selling Stockholders” Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus and Prospectus, the Prospectus or any amendments or supplement thereto, which information is understood to be limited to the information regarding the Selling Stockholder in the Time of Sale Prospectus under the caption “Selling Stockholder” (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with each of the Underwriters as followsand the Independent Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, Agreement will not contravene (with or conflict withwithout notice, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in defaulttime or both) under, or require the consent of any other party to contravene (i) the limited partnership agreement organizational documents or by-laws of the Selling Stockholder, ; (ii) any other agreement or other instrument to which binding upon the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit Stockholder; or (iii) any provision of applicable law or any judgment, order, order or decree or regulation applicable to the Selling Stockholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses clause (ii) and (iii) as above, for any such contraventions that would not, individually or in the aggregate, reasonably be expected to (x) have a material adverse effect on the Company and its subsidiaries, taken as a whole, or (y) prevent or materially impact interfere with the Selling Stockholder’s ability to perform its obligations under this Agreementconsummation of the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental authority or agency, agency is required for the consummation performance by the Selling Stockholder of the transactions contemplated in its obligations under this Agreement, except such as may be required under by the Securities Act, applicable state securities or blue sky Blue Sky laws of the various states in connection with the offer and from sale of the FINRA Shares. (c) The Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder or a security entitlement in respect of such other approvals as have been obtained on or prior Shares. (d) Delivery of the Shares to be sold by the date Selling Stockholder and payment therefor pursuant to this Agreement will pass valid title to such Shares, free and clear of this Agreementany 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) All information furnished to the Company or the Underwriters by or on behalf of the The Selling Stockholder has no knowledge of any material fact, condition or information not disclosed in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus isthat has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. The Selling Stockholder 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 on 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 will be(as defined in Section 5), true, correct and complete in all material respects, and did notthe Time of Sale Prospectus, as of then amended or supplemented by the Applicable TimeCompany, and on the Closing Date if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood (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 agreed (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the only such representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon information consists of the information with respect relating to the Selling Stockholder under furnished to the caption “Principal and Company in writing by the Selling Stockholders” Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the ProspectusProspectus or any amendments or supplements thereto. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The --------------------------------------------------------- Selling Stockholder represents and warrants to each Underwriter that: 7.1 The Selling Stockholder representsis the lawful owner of the Shares to be sold pursuant to this Agreement and has, warrants and covenants on the Closing Date and the Option Closing Date, if applicable, will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. 7.2 Upon delivery of and payment for the Shares (including any Additional Shares, if applicable) pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters as follows:Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (a) This 7.3 The Selling Stockholder has, and on the Closing Date and the Option Closing Date, if applicable, will have, full legal right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Shares in the manner provided herein, and this Agreement has been duly authorized, executed and delivered by or on behalf the Selling Stockholder and is a valid and binding agreement of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of incorporationterms, bylaws except as rights to indemnity and contribution hereunder may be limited by applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) 7.4 The Selling Stockholder has not taken taken, and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Act, the Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. Any certificate signed . 7.5 The execution, delivery and performance of this Agreement by the Selling Stockholder, compliance by the Selling Stockholder with all the provisions hereof and the consummation by the Selling Stockholder of the transactions contemplated hereby will not require any consent, approval, authorization or on behalf other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the Act, state securities laws or Blue Sky laws) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the articles of association, memorandum of association or other organizational documents of Luckygold, or any agreement, indenture or other instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or property of the Selling Stockholder and delivered to the Underwriters is bound, or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters andviolate or conflict with any law, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel administrative regulation or ruling or court decree applicable to the Selling Stockholder or property of the Selling Stockholder. 7.6 The representations and counsel warranties of the Company contained in Section 6.1 and Section 6.2 of this Agreement are true and correct. 7.7 If any time during the period described in Section 5.5 hereof, there is any change in the information in the Registration Statement or the Prospectus, the Selling Stockholder will immediately notify you of such change. 7.8 Each of Xx. Xx and Luckygold has validly and irrevocably submitted to the Underwritersjurisdiction of any New York State or Federal court sitting in the City of New York, will rely upon has validly and irrevocably waived any objection to the accuracy venue of a proceeding in any such court, and truthfulness has validly and irrevocably appointed CT Corporation System as his or its authorized agent for service of process, in each case, to the foregoing representations and hereby consents to such relianceextent set forth in Section 12.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, warrants and covenants to the Company and the Underwriters as follows: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, as directed by the UnderwritersRepresentatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such SharesSecurities), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been or will be made or obtained on or prior to the date of this AgreementClosing Date. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Execution Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling StockholdersStockholder” in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II Disclosure Package and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesSecurities. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered therebythereby with respect to the Selling Stockholder. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion opinions to be delivered pursuant to Sections 8(b)(i) and (iii) and Section 8(b8(c) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followsPlacement Agent and the Company that: (a) The Selling Stockholder has, and will have, at the Closing Date, good and valid title to the Selling Stockholder Shares to be sold by the Selling Stockholder, free of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such Selling Stockholder Shares, and upon the delivery of and payment for such Selling Stockholder Shares pursuant to this Agreement, good and valid title thereto, free of any liens, security interests, encumbrances, charges or equitable or other claims, will be transferred to the Investors acquiring such Selling Stockholder Shares. (b) The Selling Stockholder has executed and delivered a Power of Attorney, a copy of which has been provided to you. Certificates in negotiable form for the Selling Stockholder Shares to be sold by the Selling Stockholder hereunder, appropriately executed stock powers with Medallion guarantees, and an executed Custody Agreement, copies of which have also been provided to you, are in the possession and control of the Selling Stockholder. At the direction of an attorney-in-fact under the Power of Attorney the Selling Stockholder shall promptly place the certificates, together with the Custody Agreement, in custody with the Transfer Agent, in its capacity as Custodian (the “Custodian”), for delivery pursuant to the terms of this Agreement, under the Power of Attorney and the Custody Agreement; and the Selling Stockholder Shares represented by the certificates so held in custody for the Selling Stockholder are and will be subject to the interests, if any, of the Investors. This Agreement, the Custody Agreement has and the Selling Stockholder Lock-Up Agreement have been duly authorized, executed and delivered by or on behalf such Selling Stockholder, and are the valid and binding agreements of the Selling Stockholder. (b) [Reserved], enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by general principles of equity, and except insofar as rights to indemnification and contribution contained herein may be limited by federal or state securities laws or related public policy. (c) Upon payment for The execution and delivery of this Agreement, the Securities Custody Agreement, and the Selling Stockholder Lock-Up Agreement, the sale and delivery of the Selling Stockholder Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account consummation of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)transactions contemplated herein and therein, (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery compliance by the Selling Stockholder of, and the performance by the Selling Stockholder of with its obligations underhereunder and thereunder do not and will not, this Agreementwhether with or without the giving of notice or passage of time or both, will not contravene conflict with or conflict with, result in constitute a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require result in the consent creation or imposition of any other party tax, lien, charge or encumbrance upon the Selling Stockholder Shares to (i) be sold by the limited partnership agreement Selling Stockholder or any property or assets of the Selling StockholderStockholder pursuant to any contract, (ii) any indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Stockholder is a party or by which it the Selling Stockholder may be bound, or to which any of the property or assets of the Selling Stockholder is bound subject, nor will such action result in any violation of the provisions of the charter or under which it is entitled to any right by-laws or benefit or (iii) any provision other organizational instrument of applicable law the Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree or regulation applicable to the Selling Stockholder of any government, government instrumentality or court, regulatory bodydomestic or foreign, administrative agency, governmental body or arbitrator having jurisdiction over the Selling StockholderStockholder or any of its properties. (d) The Selling Stockholder has the legal right and power, exceptand all authorizations and approvals required by law, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under enter into this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by Custody Agreement and the Selling Stockholder of Lock-Up Agreement and to sell, transfer and deliver the transactions contemplated in this Agreement, except Selling Stockholder Shares to be sold by such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementSelling Stockholder. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that which might reasonably be expected to cause or result in a violation of Section 5 of the Act or Regulation M under the Act or in stabilization or manipulation of the price of the Common Stock. (f) No consent, approval, authorization or order of any security court or governmental agency or body is required for the consummation by the Selling Stockholder of the Company to facilitate transactions contemplated herein, except such as may have been obtained under the sale Act and such as may be required under the securities or resale Blue Sky laws of any jurisdiction in connection with the Shares. Any certificate signed by or on behalf purchase and distribution of the Selling Stockholder Shares by the Placement Agent and delivered to such other approvals as have been obtained. (g) The information, if any, in the Underwriters or to counsel for Registration Statement, any Preliminary Prospectus and the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges Prospectus that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel relates to the Selling Stockholder Stockholder, and counsel that has been furnished to the UnderwritersCompany in writing by the Selling Stockholder expressly for use therein does not, and will rely upon not on the accuracy and truthfulness date of the foregoing representations and hereby consents execution of this Agreement or on the Closing Date contain any untrue statement of a material fact or omit to such reliancestate 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.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followsFBW that: (a) The Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to the Underwriting Agreement and has good, valid and marketable title to the Shares to be sold by it pursuant to the Underwriting Agreement, free and clear of all liens, encumbrances, adverse claims, security interests, restrictions on transfer, stockholders' agreements, voting trusts, options and other defects in title whatsoever, with full power to deliver such Shares, and, upon the delivery of and payment for such Shares as contemplated in the Underwriting Agreement, the Underwriters will receive good, valid and marketable title to the Shares purchased by it from the Selling Stockholder, free and clear of all liens, encumbrances, adverse claims, security interests, restrictions on transfer, stockholders' agreements, voting trusts, options and other defects in title whatsoever created by or relating to the Selling Stockholder; (b) The Selling Stockholder has, and will have at the time of delivery of the Shares to be sold by him, full legal right, power, authority and capacity, and, except as required under the Securities Act and state securities and Blue Sky laws, all necessary consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, as are required for the execution, delivery and performance of this Agreement and the Underwriting Agreement and the consummation of the transactions contemplated hereby and thereby, including the sale, assignment, transfer and delivery of the Shares to be sold, assigned, transferred and delivered by the Selling Stockholder; (c) This Agreement has and the Underwriting Agreement have been duly and validly authorized, executed and delivered by the Selling Stockholder and constitute the valid and binding obligation of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with their respective terms; (d) The execution, delivery and performance of this Agreement and the Underwriting Agreement by or on behalf of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for , the Securities to be offering and sale of the Shares being sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account consummation of the Underwriters (assuming that neither DTC nor the Underwriters has notice transactions contemplated hereby and thereby will not violate, conflict with or constitute a breach 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 Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities terms and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach provisions of, or constitute a default (or, or an event which with the giving of notice or lapse of time, or both, would be in constitute a default) or require consent under, or require result in the consent creation or imposition of any other party to (i) the limited partnership agreement lien, charge or encumbrance upon any properties or assets of the Selling Stockholder, or result in an acceleration of any indebtedness of the Selling Stockholder, pursuant to (iii) any bond, debenture, note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is bound his properties or under which it is entitled to any right assets are or benefit or may be bound, (iii) any provision of applicable law or any judgmentstatute, order, decree rule or regulation applicable to the Selling Stockholder or any of his properties or assets or (iv) any judgment, order or decree of any court, regulatory body, administrative agency, court or governmental body agency or arbitrator authority having jurisdiction over the Selling StockholderxXxxxxxx.xxx, exceptInc. The Xxxxxxx Co. Xxxxxx X. Xxxxxxx, in the case Xx. ________________, 2000 Page 13 Stockholder or any of the foregoing clauses (ii) and (iii) as would not, individually his properties or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementassets. No consent, approval, authorization authorization, order, registration, filing, qualification, license or other order of, permit of or registration or filing with, with (i) any court or any governmental agency or authority having jurisdiction over the Selling Stockholder or any of his properties or assets or (ii) any other governmental authority or agency, person is required for (A) the consummation execution, delivery and performance by the Selling Stockholder of this Agreement or the Underwriting Agreement, (B) the sale and delivery of the Shares to be sold and delivered by the Selling Stockholder and the consummation of the transactions contemplated in this Agreementhereby and by the Underwriting, except such as have been obtained under the Securities Act and such consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits as may be required under the Securities Act, applicable state securities or blue sky Blue Sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering purchase and sale distribution of the Securities other than Shares by the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus.Underwriters; (ge) The Selling Stockholder has not taken and will not take, directly or indirectlyindirectly (i) taken (other than through the actions, if any, of the Underwriters) any action that is designed to or that has constituted to, or that might reasonably be expected to to, cause or result in or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesShares or (ii) since the filing of the Preliminary Prospectus (A) sold, bid for, purchased or paid any person any compensation for soliciting purchases of, shares of Common Stock or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company; (f) The Selling Stockholder (i) does not directly or indirectly have any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Underwriters pursuant to the Underwriting Agreement, and (ii) except for employee stock outstanding options as disclosed in the Prospectus, does not directly or indirectly own any warrants, options or similar rights to acquire, and does not directly or indirectly have any right or arrangement to acquire, any capital stock, rights, warrants, options or other securities from the Company; (g) The Selling Stockholder does not directly or indirectly possess any registration rights with respect to any securities of the Company; (h) The information in the EChapman Registration Statement under the caption "Principal and Selling Stockholders" which specifically relates to the Selling Stockholder does not, and will not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) If there is any change in the information referred to in Section 5(h) from the first business day after the date of this Agreement and from time to time thereafter for such period as in the opinion of counsel for FBW a prospectus is required by law to xXxxxxxx.xxx, Inc. The Xxxxxxx Co. Xxxxxx X. Xxxxxxx, Xx. Any ________________, 2000 Page 14 be delivered in connection with sales by an underwriter or a dealer, the Selling Stockholder will immediately notify you of such change; and (j) Each certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters FBW or to counsel for the Underwriters FBW pursuant to this Agreement shall be deemed to be a representation and warranty by such the Selling Stockholder to the Underwriters FBW as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters FBW and, for purposes of the opinion to be delivered to FBW pursuant to Section 8(b9(a) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, Company will rely upon the accuracy and truthfulness truth of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement the Selling Stockholder has been duly authorized, executed organized and delivered by or on behalf is validly existing as a business trust under the laws of the Selling Stockholder.Commonwealth of Massachusetts, with full corporate power and authority to enter into the transactions contemplated hereunder; (b) [Reserved]. the Selling Stockholder now is and at the time of delivery of such Shares (cwhether the Closing Date or the Option Closing Date, as the case may be) Upon payment for will be, the Securities lawful owner of the number of Shares to be sold by the Selling Stockholder pursuant to this AgreementAgreement and has and, at the time of delivery of such Securitiesthereof, 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 Securities in the name of Cede or such other nominee will have valid and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) marketable title to such Shares, and upon delivery of and payment for such Shares (whether at the Closing Date or the Option Closing Date, as the case may be), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, marketable title to such Securities may be asserted against the Underwriters with respect to such Shares free and clear of any claim, lien, encumbrance, security entitlement; for purposes of this representationinterest, community property right, restriction on transfer or other defect in title; (c) the Selling Stockholder has and at the time of delivery of such Shares (whether the Closing Date or the Option Closing Date, as the case may assume that when such paymentbe) will have, delivery full legal right, power and crediting occurauthority, and any approval required by law (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery other than those imposed by the Selling Stockholder of, Act and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws of certain jurisdictions), to sell, assign, transfer and from deliver such Shares in the FINRA and such other approvals as have been obtained on or prior to the date of manner provided in this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.;

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with each of the Underwriters as followsthat: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws of the Selling Stockholder (if such Selling Stockholder is a corporation), or (iii) any agreement or other instrument binding upon the Selling Stockholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder, except in the case of (i) and (iii), as would not, individually or in the aggregate, reasonably be expected to impair the Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect; no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesShares, 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 Securities the Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters 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 Securities 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 Securities Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (de) The execution and delivery by the Selling Stockholder ofhas 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, and the performance by the Selling Stockholder of its obligations underwhen it became effective, this Agreementdid not contain and, as amended or supplemented, if applicable, will not contravene contain any untrue statement of a material fact or conflict with, result in omit to state a breach of, material fact required to be stated therein or constitute a default (or, with necessary to make the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholderstatements therein not misleading, (ii) any other agreement the Registration Statement and the Prospectus comply and, as amended or instrument to which supplemented, if applicable, will comply in all material respects with the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) any provision the Time of applicable law or any judgmentSale Prospectus does not, order, decree or regulation applicable to and at the Selling Stockholder time of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case each sale of the foregoing clauses Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (ii) and (iii) as would not, individually or defined in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration StatementSection ‎5), the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did notProspectus, as of then amended or supplemented by the Applicable TimeCompany, and on the Closing Date if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each investor presentation, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the representations and warranties set forth in this paragraph apply only to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder in writing expressly for use therein; provided, further, that it being understood and is agreed that the only such information furnished by the Selling Stockholder to the Company consists only of (A) the legal name, address and the number of Shares owned by the Selling Stockholder before and after the offering, and (B) the other information with respect to the such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and or the Prospectus (such information, the “Selling Stockholder Information”). (fi) Prior to the completion of the Underwriters’ distribution of the Securities, Neither the Selling Stockholder has not distributed and will not distribute nor, to the knowledge of the Selling Stockholder, any offering material in connection director, officer, employee, agent, representative, or affiliate thereof, other than any director, officer, employee, agent, representative, or affiliate thereof of the Company or any portfolio company under common control with the offering Selling Stockholder, is a Person that is, or is owned or controlled, directly or indirectly, 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 sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the ProspectusSyria). (gii) The Selling Stockholder 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) Neither the Selling Stockholder nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent, representative, or affiliate thereof, other than any director, officer, employee, agent, representative, or affiliate thereof of the Company or any portfolio company under common control with the Selling Stockholder, has knowingly engaged in, is now knowingly engaged in, and will 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) The Selling Stockholder has not taken and will not taketake 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 action that is Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Stockholder has conducted its businesses in compliance with applicable anti-corruption laws and the investment advisor advising the Selling Stockholder has instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) the Selling Stockholder will not use, directly or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf applicable anti-corruption laws. (v) The operations of the Selling Stockholder are and delivered have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder with respect to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder Anti-Money Laundering Laws is pending or, to the Underwriters as to best knowledge of the matters covered thereby. Selling Stockholder, threatened. (h) The Selling Stockholder has a reasonable basis for making each represents and warrants that it is not (i) an employee benefit plan subject to Title I of the representations set forth in this Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes 4975 of the opinion Internal Revenue Code of 1986, as amended or (iii) an entity deemed to be delivered pursuant to hold “plan assets” of any such plan or account under Section 8(b3(42) hereofof ERISA, counsel to the Selling Stockholder and counsel to the Underwriters29 C.F.R. 2510.3-101, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceor otherwise.

Representations and Warranties of the Selling Stockholder. The Each Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all approval required by law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and ______________________, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "CUSTODY AGREEMENT") and the Power of Attorney of such Selling Stockholder appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "ATTORNEYS") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement (the "POWER OF ATTORNEY") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein and therein. (c) This Agreement has been duly executed and delivered by or on behalf of such Selling Stockholder. (d) The Custody Agreement of such Selling Stockholder has been duly executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms. (e) The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf such Selling Stockholder and is a valid and binding instrument of the such Selling Stockholder. (b) [Reserved]. (c) Upon payment for , enforceable in accordance with its terms, and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Securities Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (f) Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of good and clear title to such Securities, as directed by Shares will pass to the Underwriters, to Cede & Co. free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (“Cede”g) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such paymentexecution, delivery and crediting occurperformance of this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, (x) the compliance by such Securities will have been registered in Selling Stockholder with all the name of Cede or another nominee designated by DTC, in each case on provisions hereof and thereof and the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 consummation of the UCC transactions contemplated hereby and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, thereby will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) require any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing qualification with, any court or other governmental authority body or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, agency (except such as may be required under the Securities Act, applicable state securities or blue sky Blue Sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in various states and except such consent, approval, authorization or other order of, or qualification which if not obtained would not materially impair the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty performance by such Selling Stockholder of its obligations under this Agreement or the transfer of good and clear title to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel Shares to the Underwriters), will rely upon the accuracy and truthfulness (ii) conflict with or constitute a breach of any of the foregoing representations and hereby consents to such reliance.terms or

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) The Shares to be sold by such Selling Stockholder have been duly authorized and are validly issued, fully paid and non-assessable. (c) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and _______, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "Custody Agreement") and the Power of Attorney of such Selling Stockholder appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "Attorneys") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement (the "Power of Attorney") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein and therein. (d) This Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Stockholder. (be) [Reserved]The Custody Agreement of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms. (cf) Upon payment for The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding instrument of such Selling Stockholder, enforceable in accordance with its terms, and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Securities Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (g) Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of good and clear title to such Securities, as directed by Shares will pass to the Underwriters, to Cede & Co. free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (“Cede”h) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such paymentexecution, delivery and crediting occurperformance of this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, (x) the compliance by such Securities will have been registered in Selling Stockholder with all the name of Cede or another nominee designated by DTC, in each case on provisions hereof and thereof and the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 consummation of the UCC transactions contemplated hereby and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, thereby will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) require any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing qualification with, any court or other governmental authority body or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, agency (except such as may be required under the Securities Act, applicable state securities or blue sky Blue Sky laws and from of the FINRA and various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Stockholder, or any indenture, loan agreement, mortgage, lease or other approvals as have been obtained on agreement or prior instrument to the date which such Selling Stockholder is a party or by which such Selling Stockholder or any property of this Agreementsuch Selling Stockholder is bound or (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over such Selling Stockholder or any property of such Selling Stockholder. (ei) All The information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, Statement under the Time of Sale Prospectus or the Prospectus iscaption "Principal and Selling Stockholders" which specifically relates to such Selling Stockholder does not, and will not on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will notDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (fj) Prior At any time during the period described in Section 5(d), if there is any change in the information referred to the completion of the Underwriters’ distribution of the Securitiesin Section 7(i), the such Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale immediately notify you of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectussuch change. (gk) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any Each certificate signed by or on behalf of the such Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followsthat: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of Neither the Selling StockholderStockholder nor any person acting on its behalf (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Option Stock. (b) [Reserved]Immediately prior to any Delivery Date on which the Selling Stockholder is selling shares of Option Stock, the Selling Stockholder will have good and marketable title to the shares of Option Stock to be sold by the Selling Stockholder hereunder on such Delivery Date, free and clear of all liens, encumbrances, equities, community property rights, restrictions on transfer or claims. (c) The stock to be sold by the Selling Stockholder hereunder is subject to the interest of the Underwriters, and the obligations of the Selling Stockholder hereunder shall not be terminated by any operation of law or the occurrence of any other event. (d) Upon payment for the Securities Option Stock to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesOption Stock, 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 Securities Option Stock in the name of Cede or such other nominee and the crediting of such Shares Option Stock on the books of DTC to the securities account accounts of the Underwriters (assuming that neither i) DTC nor will acquire good and marketable title to the Underwriters has notice Option Stock free and clear of any adverse claim all liens, encumbrances, equities, community property rights, restrictions on transfer or claims, (ii) DTC shall be a “protected purchaser” of such Option Stock within the meaning of Section 8-105 303 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (Biii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities Option Stock, and (Civ) no an action based on any an “adverse claim”, within the meaning of Section 8-102 of ” (as defined in the UCC, ) to such Securities securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement; for entitlement (assuming that the Underwriters are purchasing such Option Stock without notice of any adverse claim). For purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities Option Stock 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (de) The execution Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement. (f) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Selling Stockholder. (g) The sale of the Option Stock by the Selling Stockholder, the execution, delivery and performance of this Agreement by the Selling Stockholder of, and the performance consummation by the Selling Stockholder of its obligations under, this Agreement, the transactions contemplated hereby do not and will not contravene (i) conflict with or conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, any indenture, mortgage, deed of trust, loan agreement, license, lease or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it the Selling Stockholder is bound or under to which it any of the property or assets of the Selling Stockholder is entitled to subject, (ii) result in any right violation of the provisions of the certificate of formation or benefit operating agreement (or similar organizational documents) of the Selling Stockholder, or (iii) result in any provision violation of applicable law any statute or any judgment, order, decree decree, rule or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, court or governmental agency or body or arbitrator having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder, except, except in the case of the foregoing clauses (iii) and (iii) as above, for any such contraventions that would not, individually or in the aggregate, reasonably be expected to materially impact interfere with the Selling Stockholder’s ability to perform its obligations under consummation of the transactions contemplated by this Agreement. . (h) No consent, approval, authorization or other order of, or filing or registration or filing with, any court or other governmental authority agency or agency, body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder is required for the sale of the Option Stock by the Selling Stockholder, the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated in this Agreementhereby, except for the registration of the Option Stock under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Securities Act, Exchange Act and applicable state securities or blue sky laws in connection with the purchase and from sale of the FINRA and such other approvals as have been obtained on or prior to Option Stock by the date of this AgreementUnderwriters. (ei) All information furnished to the Company In respect of any statements in or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in omissions from the Registration Statement, the Time of Sale Prospectus Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus, as the Prospectus is, and on the Closing Date will case may be, truemade in reliance upon and in conformity with information furnished in writing to the Company by the Selling Stockholder specifically for use in connection with the preparation thereof, correct the Selling Stockholder hereby makes the same representations and complete in all material respectswarranties to each Underwriter as the Company makes to such Underwriter under Sections (1)(d), (e), (f) and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, (g); it being understood and agreed that the foregoing applies only to such information furnished by the Selling Stockholder to the Company, which consists of: (A) the legal name, address and the number of shares of Common Stock owned by the Selling Stockholder; and (B) the other information with respect to the Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling StockholdersStockholder” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such informationcollectively, the “Selling Stockholder Information”). (fj) Prior to the completion The sale of the Underwriters’ distribution shares of the Securities, Option Stock by the Selling Stockholder has is not distributed and will prompted by any material information concerning the Company which is not distribute any offering material set forth in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and Pricing Disclosure Package or the Prospectus. (gk) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted or that might could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate in connection with the sale or resale offering of the Shares. Any certificate signed by or on behalf shares of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceStock.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to each of the Underwriters as followsthat: (a) This the Selling Stockholder now is and, at the time of delivery of such Shares (whether the time of purchase or any additional time of purchase, as the case may be), will be the lawful owner of the Shares and has and, at the time of delivery of such Shares, will have good and valid title to such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or any additional time of purchase, as the case may be), the Underwriters will acquire good and valid title to such Shares free and clear of all adverse claims (as defined in Section 8-102 of the U.C.C. as in effect in the State of New York); (b) the Selling Stockholder has and, at the time of delivery of the Shares (whether the time of purchase or any additional time of purchase, as the case may be), will have full legal right, power and capacity, and all authorizations and approvals required by law (other than those imposed by the Act and state securities or blue sky laws), to (i) enter into this Agreement has and the Custody Agreement (as defined below), (ii) sell, assign, transfer and deliver the Shares in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein; (c) this Agreement and the custody agreement (the “Custody Agreement”), dated December 9, 2005 between Continental Stock Transfer & Trust Company, as custodian (the “Custodian”), and the Selling Stockholder have each been duly authorized, executed and delivered by or on behalf the Selling Stockholder, and each is a legal, valid and binding agreement of the Selling Stockholder.Stockholder enforceable in accordance with its terms; (bd) [Reserved].the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; at no time during the period that begins on the earlier of the date of each Pre-Pricing Prospectus and the date such Pre-Pricing Prospectus was filed with the Commission and ends at the time of purchase did or will any such Pre-Pricing Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at no time during such period did or will any Pre-Pricing Prospectus, as then amended or supplemented, together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the Selling Stockholder makes such representation and warranty only with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company in writing expressly for use in the Registration Statement, Pre-Pricing Prospectus, any Permitted Free Writing Prospectus or Prospectus; (ce) Upon payment the sale of the Shares pursuant to this Agreement is not prompted by any material information concerning the Company or any Subsidiary which is not set forth in the Registration Statement (excluding the exhibits thereto), any Pre-Pricing Prospectus or the Prospectus; (f) neither the Selling Stockholder nor any of its affiliates has taken, directly or indirectly, any action designed to, or which has constituted or would reasonably be expected to cause or result in the stabilization or manipulation of the price of the Shares in violation of Regulation M under the Act; (g) there are no affiliations or associations between any member of the NASD and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto), each Pre-Pricing Prospectus and the Prospectus; none of the proceeds received by the Selling Stockholder from the sale of the Shares pursuant to this Agreement will be paid to a member of the NASD or any affiliate of (or person “associated with,” as such terms are used in the Rules of the NASD) such member; (h) at the time of purchase and each additional time of purchase, all stock transfer or other taxes (other than income taxes), if any, that are required to be paid in connection with the sale and transfer of the Shares to the several Underwriters hereunder will be fully paid or provided for by the Selling Stockholder, and all laws imposing such taxes will be fully complied with; (i) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NASDAQ), is required in connection with the sale of the Shares pursuant to this Agreement or the consummation by the Selling Stockholder of the transactions contemplated hereby or by the Custody Agreement other than (i) registration of the Shares under the Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters or (iii) under the Conduct Rules of the NASD; (j) the Selling Stockholder has not, prior to the execution of this Agreement, offered or sold any Shares by means of any “prospectus” (within the meaning of the Act), or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the then most recent Pre-Pricing Prospectus; and (k) pursuant to the Custody Agreement, certificates in negotiable form for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, Agreement have been placed in custody for the purpose of making delivery of such Securities, as directed by Shares in accordance with this Agreement; the Underwriters, to Cede & Co. Selling Stockholder agrees that (“Cede”i) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on represented by such certificates are for the books of DTC benefit of, and coupled with and subject to the securities account of interest of, the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCCustodian, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occurCompany, (xii) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been arrangements made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder offor custody and for the appointment of the Custodian and the are irrevocable, and (iii) the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, or by the occurrence of any event (each, an “Event”) (including the bankruptcy, insolvency, liquidation or dissolution of the Selling Stockholder or any other event); if an Event occurs before the delivery of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of the Custody Agreement and this Agreement, and actions taken by the Custodian pursuant to such Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not the Custodian shall have received notice thereof; and (l) neither the execution, delivery and performance of this Agreement or the Custody Agreement nor the sale by the Selling Stockholder of its obligations under, this Agreement, the Shares nor the consummation of the transactions contemplated hereby or thereby will not contravene or conflict with, result in a any breach of, or violation of or constitute a default under (oror constitute any event which with notice, with the giving of notice or lapse of time, time or both would be result in defaultany breach or violation of or constitute a default under) under, or require the consent of any other party to (i) the limited partnership liability company agreement or other organizational instruments of the Selling Stockholder, (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is the Selling Stockholder or any of its properties may be bound or under which it is entitled to any right or benefit or affected, (iii) any provision of applicable law federal, state, local or foreign law, regulation or rule, (iv) or any judgment, order, decree rule or regulation of any self-regulatory organization or other non-governmental regulatory authority, or (v) any decree, judgment or order applicable to the Selling Stockholder or any of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholderits properties, except, in the case of the foregoing clauses (ii) and through (iiiv) as above that would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, not have any court or other governmental authority or agency, is required for the consummation by material adverse effect on the Selling Stockholder or any adverse effect on the consummation of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause hereby or result in stabilization or manipulation of any liability for the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to Company, the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each any purchaser of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceShares.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, hereby represents and warrants and covenants to the Underwriters Underwriter on the date hereof, and shall be deemed to represent and warrant to the Underwriter on the Closing Date and each Additional Closing Date, as followsthe case may be, that: (a) This Agreement The Selling Stockholder has been duly authorized, executed properly formed and delivered by or on behalf is a validly existing trust under the laws of the Selling Stockholderits state of formation. (b) [Reserved]. (c) Upon payment for The Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Securities Shares to be sold by the Selling Stockholder pursuant hereunder. (c) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) has used or referred to this Agreementany “free writing prospectus” or Written Testing-the-Waters Communication relating to the Shares. (d) The Selling Stockholder has good and 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, free and clear of all liens, encumbrances, equities or claims. (e) Upon payment for the Shares sold by the Selling Stockholder, delivery of such SecuritiesShares, 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 Securities Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters 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 Securities 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 Securities Shares and (Ciii) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for . For purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, occur (xA) such Securities 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 a “clearing corporation” within the meaning of Section 8-102 of the UCC and (zC) appropriate entry entries to the account account(s) of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (df) The This Agreement has been duly and validly executed and delivered by the Selling Stockholder, and the Selling Stockholder’s execution and delivery by the Selling Stockholder of, of this Agreement and the performance by the Selling Stockholder of its obligations underunder this Agreement have been duly and validly authorized by the Selling Stockholder, and this Agreement, will not contravene or conflict with, result in Agreement constitutes a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership valid and legally binding agreement of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws. (g) None of the offering or sale of the Shares by the Selling Stockholder, the execution, delivery or performance of this Agreement by the Selling Stockholder nor the consummation of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Selling Stockholder or any of its properties or assets (except such as may be required for the registration of the Shares under the Act and compliance with the securities or Blue Sky laws of various jurisdictions, all of which will be, or have been, effected in accordance with this Agreement and except for FINRA’s clearance of the underwriting terms of the offering contemplated hereby if and as required under FINRA’s Rules of Fair Practice), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of, or a default under, (A) the trust agreement (or similar organizational documents) of the Selling Stockholder or (B) any agreement, indenture, mortgage, deed of trust, lease or other instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or of its properties may be bound, (iii) violates any provision of applicable law or any statute, law, regulation, ruling, filing, judgment, orderinjunction, order or decree or regulation applicable to the Selling Stockholder or any of its properties, or (iv) results in a breach of, or default under, or results in the creation or imposition of any courtlien, regulatory body, administrative agency, governmental body charge or arbitrator having jurisdiction over encumbrance upon any property or assets of the Selling StockholderStockholder pursuant to, or requires the consent of any other party to, any Existing Instrument to which the Selling Stockholder is a party or by which any of its properties may be bound, except, in the case with respect to each of the foregoing clauses (iii), (ii)(B), (iii) and (iii) as iv), for such conflicts, violations, breaches, defaults, liens, charges or encumbrances that have not impaired and would notnot reasonably be expected to impair, individually or in the aggregate, reasonably be expected to materially impact in any material respect the ability of the Selling Stockholder’s ability Stockholder to perform fulfill its obligations under this Agreement. No consent. (h) There is no action, approvalsuit, authorization inquiry, proceeding or other order of, investigation by or registration or filing with, before any court or governmental or other governmental authority regulatory or agencyadministrative agency or commission pending or, is required for to the consummation by knowledge of the Selling Stockholder, threatened, against or involving the Selling Stockholder or any property of the transactions contemplated Selling Stockholder, which, if determined adversely to the Selling Stockholder, individually or in the aggregate, have impaired or would reasonably be expected to impair in any material respect the ability of the Selling Stockholder to fulfill its obligations under this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior nor to the date of this AgreementSelling Stockholder’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or investigation. (ei) All Except for statements in such documents which do not constitute part of such documents pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, neither the Registration Statement nor the Preliminary Prospectus contains any untrue statement of a material fact, and neither the Registration Statement nor the Preliminary Prospectus omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that the representations and warranties set forth in this Section 8(i) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to information furnished relating to the Company or the Underwriters Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder in writing expressly for use therein (the “Selling Stockholder Information”). Each of the Company, the Selling Stockholder and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by the Selling Stockholder under the caption “Selling Stockholder” in the Registration Statement, the Time of Sale Prospectus or Information and the Prospectus. (j) Except for statements in the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as which do not constitute part of the Applicable TimeProspectus pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, and on the Closing Date Prospectus will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed ; provided that the representations and warranties set forth in this Section 8(j) only such information consists apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to Selling Stockholder Information. (k) Except for statements in the Time of Sale Information which do not constitute part of the information Time of Sale Information pursuant to Rule 412 of the Act and after substituting therefor any statements modifying or superseding such excluded statements, the Time of Sale Information does not, and will not at the time of sale of the Shares, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 8(k) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with respect reference to the Selling Stockholder Information. (l) Each Issuer Free Writing Prospectus (including any road show that is a free writing prospectus under Rule 433 under the caption “Principal Act), when considered together with the Time of Sale Information at the time of sale of the Shares, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 8(l) only apply to statements or omissions in the Registration Statement and the Preliminary Prospectus with reference to Selling Stockholders” Stockholder Information. (m) The Selling Stockholder is not prompted to sell the Shares by any information concerning the Company that is not set forth in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II Information and the Prospectus. (gn) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted or that might could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed . (o) The Selling Stockholder is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company, the Selling Stockholder or the Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares. (p) The sale of the Shares by or on behalf the Selling Stockholder does not violate any of the Company’s internal policies regarding the sale of stock by its affiliates. (q) (i) None of the Selling Stockholder and delivered or, to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each knowledge of the representations set forth Selling Stockholder, 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 this Section 2. The Selling Stockholder acknowledges a country or territory that is the Underwriters andsubject of Sanctions (including Crimea, for purposes of the opinion to be delivered pursuant to Section 8(b) hereofCuba, counsel to the Selling Stockholder Iran, North Korea and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSyria).

Representations and Warranties of the Selling Stockholder. (a) The Selling Stockholder representsrepresents and warrants to, warrants and covenants to agrees with, each Underwriter as of the Underwriters Representation Date, as follows: (ai) The Selling Stockholder is the lawful owner of the Shares to be sold by the Selling Stockholder pursuant to this Agreement and has, and on each Closing Date, as applicable, will have, good, valid and clear title to such Shares, free of any and all restrictions on transfer, liens, encumbrances, security interests, equities, claims and other defects whatsoever. (ii) The Selling Stockholder has, and on each Closing Date, as applicable, will have, full legal right, power and authority, and all authorizations and approvals required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder in the manner provided herein. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder and is a legal, valid and binding agreement of the Selling Stockholder. (b) [Reserved]. (civ) Upon delivery of and payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of good, valid and clear title to such Securities, as directed by Shares will pass to the Underwriters, to Cede & Co. free and clear of all restrictions on transfer, liens, encumbrances, security interests, equities, claims and defects whatsoever. (“Cede”v) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such paymentexecution, delivery and crediting occurperformance of this Agreement by the Selling Stockholder, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery compliance by the Selling Stockholder of, with all the provisions hereof and the performance consummation by the Selling Stockholder of its obligations under, this Agreement, the transactions contemplated hereby will not contravene (A) require the Selling Stockholder to obtain any consent, approval, authorization or conflict with, result in a breach other order of, or qualification with, any court or governmental body or agency (except as such may be required under the securities or blue sky laws of the various states or as have been or will be obtained), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default (or, with the giving of notice or lapse of time, would be in default) under, any indenture, loan agreement, mortgage, deed of trust, lease, license or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it the Selling Stockholder or any property of the Selling Stockholder is bound or under which it is entitled (C) to his knowledge, violate or conflict with any right applicable federal, state, local or benefit foreign law, statute, rule, regulation or (iii) judgment, order or decree of any provision of applicable law court or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator agency having jurisdiction over the Selling Stockholder, except, in the case Stockholder or any property of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability . (vi) The information in the Registration Statement and Prospectus under the caption "Principal and Selling Stockholder" which specifically relates to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus isdoes not, and will not on the any Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will notDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleadingthe statements therein, it being understood and agreed that in the only such information consists light of the information with respect to the Selling Stockholder circumstances under the caption “Principal which they were made, not misleading and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute agreed to immediately notify the Company, if, at any offering material time during the period when a Prospectus is required by law to be delivered in connection with the offering and sale sales of the Securities other than the Registration StatementClass A Common Stock by an Underwriter or a dealer, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectusthere is any material change in such information. (gvii) The Selling Stockholder has not taken taken, and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to 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. Any Shares pursuant to the distribution contemplated by this Agreement, and, other than as permitted by the Act, the Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the Offering. (viii) Each certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for of the Underwriters shall be deemed to be a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with each of the Underwriters as followsthat: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene any provision of applicable law, or the certificate of incorporation or bylaws of the Selling Stockholder, or any agreement or other instrument binding upon the Selling Stockholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Stockholder has, and on each Applicable Closing Date (as defined below) will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesShares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”)) to hold the Shares on its behalf, registration of such Securities Shares in the name of Cede or such other nominee and the crediting of indication by DTC, as securities intermediary for each Underwriter, in its records, by book entry, that the Shares being purchased by such Shares on the books of DTC Underwriter have been credited to the a securities account of the Underwriters such Underwriter at DTC (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such SharesShares or the security entitlement with respect thereto), (A) DTC shall be a “protected purchaser” of such Securities 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 Securities Shares and (C) to the extent governed by Article 8 of the UCC, no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting indication occur, (x) such Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (de) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or not prompted by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law material information concerning the Company, RMCO or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, their subsidiaries that is not disclosed in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or 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 iscomply and, and on the Closing Date as amended or supplemented, if applicable, will be, true, correct and complete comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and did notat the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, as of then amended or supplemented by the Applicable TimeCompany, and on the Closing Date if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood (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 agreed (v) the Prospectus, as of its date, does not contain and, at the Closing Date (as defined in Section 5), 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 only such representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon and in conformity with information consists of the information with respect relating to the Selling Stockholder under furnished to the caption “Principal and Company in writing by the Selling Stockholders” Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplement thereto, which information is understood to be limited to the information regarding the Selling Stockholder in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selling Stockholder” as well as the biographical information relating to shareholders of the Selling Stockholder who are officers and directors of the Company included under the caption “Corporate Governance” incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus from the Company’s Definitive Proxy Statement on Schedule 14A (such informationfiled on March 27, 2015) (collectively, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not takenot, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any action 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 is designed to or that has constituted or that might reasonably be expected to cause or will result in stabilization a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceotherwise).

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement has been duly authorized, executed the Selling Stockholder now is and delivered by or on behalf at the time of delivery of the Selling Stockholder. Shares (bwhether the time of purchase or additional time of purchase, as the case may be) [Reserved]. (c) Upon will be, the lawful owner of a number of shares Class B Common Stock equal to the number of shares of Class A Common Stock to be purchased by the Underwriters pursuant to this Agreement and has and, at the time of delivery thereof, will have valid and marketable title to such Class B Common Stock, and upon delivery of and payment for the Securities to be sold by Shares (whether at the Selling Stockholder pursuant to this Agreement, delivery time of such Securitiespurchase or the additional time of purchase, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as case may be designated by The Depository Trust Company (“DTC”be), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid and marketable title to the Shares free and clear of any claim, lien, encumbrance, security entitlement interest, community property right, restriction on transfer or other defect in respect of such Securities and title; (Cb) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, has and at the time of delivery and crediting occur, (x) such Securities 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 Shares (whether the time of purchase or additional time of purchase, as the case may be) will have, full legal right, power and capacity, and any approval required by law (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery other than those imposed by the Selling Stockholder of, Act and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws of certain jurisdictions), to sell, assign, transfer and from deliver such Shares in the FINRA and such other approvals as have been obtained on or prior to the date of manner provided in this Agreement.; (ec) All information furnished to this Agreement has been duly executed and delivered by the Company or the Underwriters by or on behalf Selling Stockholder and is a legal, valid and binding agreement of the Selling Stockholder enforceable in writing expressly for use in accordance with its terms; (d) the Registration StatementStatement did not at the time of effectiveness, does not and, at the Time time of Sale Prospectus or purchase, any additional time of purchase and at any time at which the Prospectus isis delivered in connection with any sale of Shares, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in light of the circumstances under which they were made, not misleading and the Prospectus will not, as of its date and at the time of purchase, any additional time of purchase and at any time at which the Prospectus is delivered in connection with any sale of Shares, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, it being understood and agreed however, that the only such information consists of the information Selling Stockholder makes no warranty or representation with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” any statement contained in the Registration Statement, the Time of Sale Prospectus and Statement or the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed in reliance upon and will not distribute any offering material in connection conformity with the offering information concerning an Underwriter and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free furnished in writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered such Underwriter through you to the Underwriters Company expressly for use in the Registration Statement or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to Prospectus; and (e) the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each sale of the representations Shares pursuant to this Agreement is not prompted by any information concerning the Company which is not set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceProspectus.

Representations and Warranties of the Selling Stockholder. The Each Selling Stockholder representsStockholder, severally and not jointly, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement has been duly authorizedsuch Selling Stockholder, executed and delivered by or on behalf at the time of delivery thereof, will be the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the such Selling Stockholder pursuant to this AgreementAgreement and, at the time of delivery of such Securitiesthereof, 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 Securities in the name of Cede or such other nominee will have valid and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) marketable title to such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security entitlement interest, community property right, restriction on transfer or other defect in respect title; (b) such Selling Stockholder has and at the time of delivery of such Securities Shares will have, full legal right, power and capacity, and any approval required by law (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery other than those imposed by the Selling Stockholder of, Act and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws of certain jurisdictions), to sell, assign, transfer and from deliver such Shares in the FINRA and such other approvals as have been obtained on or prior to the date of manner provided in this Agreement.; (ec) All information furnished to when the Company Registration Statement becomes effective and at all times subsequent thereto through the time of purchase or the Underwriters by or on behalf termination of the Selling Stockholder in writing expressly for use in offering of the Shares, the Registration Statement, the Time of Sale Prospectus or the Prospectus isStatement and Prospectus, and on any supplements or amendments thereto, insofar as the Closing Date statements therein relate to such Selling Stockholder, will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).; (fd) Prior to the completion of the Underwriters’ distribution of the Securities, the such Selling Stockholder has not distributed duly executed and will not distribute delivered this Agreement and any offering material other document necessary or desirable in connection with the offering and transactions contemplated thereby; and (e) the sale of such Selling Stockholder's Shares pursuant to this Agreement is not prompted by any information concerning the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and Company which is not set forth in the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with each of the Underwriters as followsthat: (a) This Agreement has been duly authorizedThe Selling Stockholder has, executed and delivered by or on behalf as of the date hereof, good and marketable title to 12,215 shares of Class A Common Stock (the "Class A Certificated Shares") and 15,277,627 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock (such shares after conversion being the "Class A Book-Entry Shares"). Upon conversion of the Class B Common Stock, the Selling StockholderStockholder will have, at the Closing Date (as defined in Section 5 hereof), good and marketable title to the Class A Book-Entry Shares, free and clear of all liens, encumbrances, equities or claims. The Selling Stockholder has the full right, power and authority to convert the Class B Common Stock into Class A Book-Entry Shares to be sold by the Selling Stockholder hereunder. (b) [Reserved]The Class A Certificated Shares to be sold by the Selling Stockholder pursuant to this Agreement will be certificated securities in registered form and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York ("NYUCC"). The Selling Stockholder has, and, at the Closing Date will have, full right, power and authority to hold, sell, transfer and deliver the Class A Certificated Shares to be sold by the Selling Stockholder pursuant to this Agreement; and upon the Underwriters' acquiring possession of the Class A Certificated Shares (or an agent's acquiring possession of the Class A Certificated Shares on the Underwriters' behalf) and paying the purchase price therefor as herein contemplated, the Underwriters will acquire their respective interests in the Class A Certificated Shares (including, without limitation, all rights that the Selling Stockholder had or has the power to transfer in the Class A Certificated Shares) free of any adverse claim. (c) Upon payment Certificates for 12,215 Class A Certificated Shares, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures guaranteed, and the Securities Class A Book-Entry Shares, to be sold by the Selling Stockholder pursuant to this Agreement, delivery have been placed in custody with the custodian with irrevocable conditional instructions to convert 15,277,627 shares of Class B Common Stock into Class A Book-Entry Shares, and to deliver such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC shares to the securities account of Underwriters pursuant to this Agreement. (d) The Selling Stockholder has, and, at the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim Closing Time will have, full right, power and authority to hold and transfer its interests in its security entitlement (within the meaning of Section 8-105 501of the NYUCC) with respect to the Class A Book-Entry Shares to be sold by the Selling Stockholder hereunder. Upon the payment of the New York Uniform Commercial Code (purchase price for the “UCC”)) to such Shares), (A) Class A Book-Entry Shares and the crediting by DTC shall be a “protected purchaser” of such Securities within Class A Book- Entry Shares to the meaning of Section 8-303 securities accounts of the UCCseveral Underwriters with DTC, (B) under Section 8-501 each of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 501 of the UCCNYUCC) in respect of such Class A Book-Entry Shares to be purchased by it, and no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on an adverse claim to such Securities Class A Book-Entry Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Underwriters. (e) The Selling Stockholder may assume that when such paymenthas full right, power and authority to enter into this Agreement; the execution, delivery and crediting occur, (x) such Securities will have been registered in the name performance 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 this Agreement and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance consummation by the Selling Stockholder of its obligations under, this Agreement, the transactions contemplated hereby will not contravene conflict with or conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, any indenture, mortgage, deed of trust, loan agreement, shareholder agreement or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it the Selling Stockholder is bound or under to which it is entitled to any right of the property or benefit or (iii) any provision assets of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Selling Stockholder or any statute or any order, rule or regulation of any court, regulatory body, administrative agency, court or governmental agency or body or arbitrator having jurisdiction over the Selling Stockholder, except, in Stockholder or the case property or assets of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations ; and, except for the registration of the Firm Shares under this Agreement. No the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable state or foreign securities laws in connection with the purchase and distribution of the Firm Shares by the Underwriters, no consent, approval, authorization or other order of, or filing or registration or filing with, any such court or other governmental authority agency or agency, body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreementhereby. (ef) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the The Registration Statement, the Time of Sale Prospectus when it became effective, did not contain, and as amended or supplemented, if applicable, will not contain, and the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did notdoes not contain and, as of the Applicable Timeamended or supplemented, and on the Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading; provided, it being understood and agreed however, that the representations and warranties contained in this subsection (e) apply only such to statements or omissions made in reliance upon and in conformity with information consists which is furnished to the Company by or on behalf of the information with respect to the Selling Stockholder under expressly for use in the caption “Principal Registration Statement or the Prospectus. (g) The Selling Stockholder has no knowledge that the representations and Selling Stockholders” warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (as amended or supplemented) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the Time of Sale Prospectus and effective date, or the Prospectus (such informationor any amendment or supplement thereto), the “Selling Stockholder Information”). (f) Prior to the completion as of the Underwriters’ distribution applicable filing date, which has adversely affected or may adversely affect the business of the Securities, Company and is not prompted to sell shares of Common Stock by any information concerning the Selling Stockholder has Company which is not distributed and will not distribute any offering material set forth in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II Statement and the Prospectus. (gh) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that which is designed to or that which has constituted or that which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement has been duly authorizedthe Selling Stockholder now is and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, executed and delivered by or on behalf as the case may be) will be, the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the such Selling Stockholder pursuant to this AgreementAgreement and has and, at the time of delivery of such Securitiesthereof, 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 Securities in the name of Cede or such other nominee will have valid and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) marketable title to such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, marketable title to such Securities may be asserted against the Underwriters with respect to such Shares free and clear of any claim, lien, encumbrance, security entitlement; for purposes of this representationinterest, community property right, restriction on transfer or other defect in title; (b) the Selling Stockholder has and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may assume that when such paymentbe) will have, delivery full legal right, power and crediting occurcapacity, (x) such Securities will have been registered in and any approval required by 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 laws of the UCC and United States or any state thereof (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery other than those imposed by the Selling Stockholder of, Act and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws of certain jurisdictions) or Greek law, to sell, assign, transfer and from deliver such Shares in the FINRA and such other approvals as have been obtained on or prior to the date manner provided in this Agreement; (c) each of this Agreement. (e) All information furnished to Agreement and the Company or Lock-Up Agreement has been duly executed and delivered by the Underwriters by or on behalf Selling Stockholder and is a legal, valid and binding agreement of the Selling Stockholder enforceable in writing expressly for use in accordance with its terms; (d) when the Registration StatementStatement becomes effective and at all times subsequent thereto through the latest of the time of purchase, additional time of purchase or the termination of the offering of the Shares, the Time of Sale Prospectus or the Prospectus isRegistration Statement and Prospectus, and on any supplements or amendments thereto as relate to information furnished by the Closing Date Selling Stockholder will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in light of the circumstances in which they were made, not misleading, it being understood and agreed that the only such information consists of the information with respect ; (e) to the Selling Stockholder under the caption “Principal and Selling Stockholders” in Stockholder's knowledge, when the Registration StatementStatement becomes effective and at all times subsequent thereto through the latest of the time of purchase, additional time of purchase or the termination of the offering of the Shares, the Time Registration Statement and Prospectus, and any supplements or amendments thereto will not contain an untrue statement of Sale Prospectus and a material fact or omit to state a material fact required to be stated therein or necessary to make the Prospectus (such informationstatements therein, in light of the “Selling Stockholder Information”).circumstances in which they were made, not misleading; (f) Prior to the completion of the Underwriters’ distribution of the Securities, neither the Selling Stockholder nor any of its directors, officers, affiliates or controlling persons has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to designed, or that which has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed ; (g) it has filed any notices required by the Athens Exchange, Greek law or on behalf the laws of the United States or any state thereof in connection with its disposition of the Shares; (h) the Selling Stockholder has been duly organized and is validly existing under the laws of the Republic of Greece; (i) the statements in the Prospectus under the caption "Security Ownership" insofar as such statements constitute a summary of matters pertaining to the Selling Stockholder referred to therein present fairly the information called for with respect to such matters; (j) the Selling Stockholder's articles of association, as in effect at the date hereof, have been duly adopted by the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to are binding on the Selling Stockholder and counsel its stockholders; (k) to the UnderwritersSelling Stockholder's knowledge, all representations and warranties of the Company contained in Section 3 are true and correct; (l) the execution, delivery and performance by the Selling Stockholder of this Agreement and the Lock-Up Agreement do not and will not and the sale and delivery of the Shares do not and will not breach any provision of its articles of association, and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under any of the laws of the Republic of Greece or the United States or any state thereof or any existing order or decree of general application of any governmental authority or agency or any official body of the Republic of Greece or the United States or any state thereof; (m) all approvals, consents, authorizations, orders, registrations, clearances and qualifications of or with any United States federal or state court, Greek court, or governmental agency or body or any stock exchange authorities within Greece or the United States or any state thereof having jurisdiction over the Selling Stockholder required for the sale of the Shares and for the execution and delivery by the Selling Stockholder of this Agreement and the Lock-Up Agreement, have been obtained or made and are in full force and effect; (n) the choice of laws of the State of New York to govern the Agreement will be upheld as a valid choice of law in the courts of the Republic of Greece, provided it is pleaded as such; (o) there is no applicable statutory provision which would restrict the enforcement in the Republic of Greece of a judgment obtained in a competent United States or New York State Court (each an "American Court"), and a final and conclusive monetary judgment obtained in an American Court against the Selling Stockholder for a definite sum of money (not being a sum payable in respect of taxes or like charges or in respect of a fine or penalty) arising out of or in relation to this Agreement would be enforceable by action in the courts of the Republic of Greece without a retrial or re-examination of the matters thereby adjudicated upon provided that the proceedings before, and the judgment of, such American Court were not impeachable on the following grounds: (a) the defeated party not having had the opportunity to defend itself (other than by virtue of a provision equally applicable to U.S. citizens); (b) the decision being contrary to a decision of a Greek court enjoying a RES JUDICATA effect in a dispute between the same parties and (c) the decision being contrary to the BONOS MORES or to Greek public order; (p) to ensure the legality, validity, enforceability or admissibility into evidence of this Agreement or the Lock-Up Agreement in the Republic of Greece, it is not necessary that any such document be submitted to, filed or recorded with any court or other authority in the Republic of Greece or that any tax, imposition or charge be paid in the Republic of Greece on or in respect of any such document, other than charges relating to creating a Greek translation of the relevant document; (q) the submission to the jurisdiction of a competent American Court, contained herein is valid and binding under the laws of the Republic of Greece; the waiver by the Selling Stockholder of any objection to the venue of a proceeding in such American Court is legal, valid and binding; the waiver by the Selling Stockholder of all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any claim in such American Court is legal, valid and binding; and (r) service of process effected in the manner set forth in Section 15 of this Agreement, assuming its validity under New York law, will rely upon be effective, for the accuracy and truthfulness purposes of the foregoing representations and hereby consents laws of the Republic of Greece, to confer valid personal jurisdiction over the Selling Stockholder in an American Court, provided that such relianceappointment of agent for service of process by the Selling Stockholder has not previously been revoked.

Representations and Warranties of the Selling Stockholder. (a) The Selling Stockholder representsrepresents and warrants to, warrants and covenants to agrees with, each Underwriter as of the Underwriters Representation Date, as follows: (ai) The Selling Stockholder is the lawful owner of the Shares to be sold by the Selling Stockholder pursuant to this Agreement and has, and on each Closing Date, as applicable, will have, good, valid and clear title to such Shares, free of any and all restrictions on transfer, liens, encumbrances, security interests, equities, claims and other defects whatsoever. (ii) The Selling Stockholder has, and on each Closing Date, as applicable, will have, full legal right, power and authority, and all authorizations and approvals required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder in the manner provided herein. (iii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder and is a legal, valid and binding agreement of the Selling Stockholder. (b) [Reserved]. (civ) Upon delivery of and payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of good, valid and clear title to such Securities, as directed by Shares will pass to the Underwriters, to Cede & Co. free and clear of all restrictions on transfer, liens, encumbrances, security interests, equities, claims and defects whatsoever. (“Cede”v) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such paymentexecution, delivery and crediting occurperformance of this Agreement by the Selling Stockholder, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery compliance by the Selling Stockholder of, with all the provisions hereof and the performance consummation by the Selling Stockholder of its obligations under, this Agreement, the transactions contemplated hereby will not contravene (A) require the Selling Stockholder to obtain any consent, approval, authorization or conflict with, result in a breach other order of, or qualification with, any court or governmental body or agency (except as such may be required under the securities or blue sky laws of the various states or as have been or will be obtained), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default (or, with the giving of notice or lapse of time, would be in default) under, any indenture, loan agreement, mortgage, deed of trust, lease, license or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it the Selling Stockholder or any property of the Selling Stockholder is bound or under which it is entitled (C) to his knowledge, violate or conflict with any right applicable federal, state, local or benefit foreign law, statute, rule, regulation or (iii) judgment, order or decree of any provision of applicable law court or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator agency having jurisdiction over the Selling Stockholder, except, in the case Stockholder or any property of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability . (vi) The information in the Registration Statement and Prospectus under the caption "Principal and Selling Stockholder" which specifically relates to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus isdoes not, and will not on the any Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will notDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleadingthe statements therein, it being understood and agreed that the only such information consists light of the information with respect to the Selling Stockholder circumstances under the caption “Principal which they were made, not misleading and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute agreed to immediately notify the Company, if, at any offering material time during the period when a Prospectus is required by law to be delivered in connection with the offering and sale sales of the Securities other than the Registration StatementClass A Common Stock by an Underwriter or a dealer, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectusthere is any material change in such information. (gvii) The Selling Stockholder has not taken taken, and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to 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. Any Shares pursuant to the distribution contemplated by this Agreement, and, other than as permitted by the Act, the Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the Offering. (viii) Each certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for of the Underwriters shall be deemed to be a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. (a) The Selling Stockholder represents and warrants to, and agrees with, the several Underwriters that: (i) The Selling Stockholder has, and on the Closing Date and Option Closing Date hereinafter mentioned will have, good and marketable title to the Firm Securities and the Option Securities proposed to be sold by the Selling Stockholder hereunder on such Closing Date and such Option Closing Date, as the case may be, and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Firm Securities and such Option Securities hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever; and upon delivery of and payment for such Firm Securities and such Option Securities hereunder, the Selling Stockholder will convey to the Underwriters good and marketable title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts or other defects of title whatsoever. (ii) The Selling Stockholder has executed and delivered a Power of Attorney and caused to be executed and delivered on its behalf a Custody Agreement (hereinafter collectively referred to as the "Stockholders Agreement," and in connection herewith the Selling Stockholder further represents, warrants and covenants agrees that the Selling Stockholder has deposited in custody, under the Stockholders Agreement, with the agent named therein (the "Agent") as custodian, certificates in negotiable form for the Firm Securities and the Option Securities to be sold hereunder by the Selling Stockholder, for the purpose of further delivery pursuant to this Agreement. The Selling Stockholder agrees that the Firm Securities and the Option Securities to be sold by such Selling Stockholder on deposit with the Agent are subject to the interests of the Company and the Underwriters to the extent set forth herein and in the Stockholders Agreement, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated, except as follows: (a) provided in this Agreement or in the Stockholders Agreement, by any act of the Selling Stockholder, by operation of law, by the termination or revocation of the trust agreement or other governing documents of the Selling Stockholder or by the occurrence of any other event. If the trust agreement or other governing documents of the Selling Stockholder should be terminated or revoked before the delivery of the Firm Securities or the Option Securities hereunder, the documents evidencing the Firm Securities or the Option Securities, as the case may be, then on deposit with the Agent shall be delivered by the Agent in accordance with the terms and conditions of this Agreement and the Stockholders Agreement as if such termination, revocation or other event had not occurred, regardless of whether or not the Agent shall have received notice thereof. This Agreement has and the Stockholders Agreement have been duly authorized, executed and delivered by or on behalf of the Selling StockholderStockholder and the form of the Stockholders Agreement has been delivered to you. (biii) [Reserved]. (c) Upon payment for The performance of this Agreement and the Securities to be sold Stockholders Agreement and the consummation of the transactions contemplated hereby and by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) Stockholders Agreement will not result in a breach or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance violation by the Selling Stockholder of its obligations under, this Agreement, will not contravene any of the terms or conflict with, result in a breach provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of by the Selling StockholderStockholder under any material indenture, mortgage, deed of trust, trust (ii) any constructive or other), loan agreement, lease, franchise, license or other agreement or instrument to which the Selling Stockholder is a party or by which it the Selling Stockholder or any of its properties is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law bound, or any judgment, decree, order, decree rule or regulation of any court or governmental agency or body applicable to the Selling Stockholder or any of its properties, except (x) for any courtviolation, regulatory bodybreach, administrative agency, governmental body or arbitrator having jurisdiction over default that could not have an adverse effect on the Selling Stockholder, except, in the case 's sale of the foregoing clauses (ii) and (iii) as would not, individually Firm Securities or in the aggregate, reasonably Option Securities to be expected to materially impact sold hereunder or the Selling Stockholder’s ability to perform 's performance of any of its other obligations hereunder or under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by Stockholders Agreement and (y) that the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable makes no representation or warranty hereunder with respect to federal or state securities or "blue sky sky" laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreementany similar laws in applicable foreign jurisdictions. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (giv) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security the Common Stock of the Company to facilitate the sale or resale of the Shares. Firm Securities or the Option Securities. (v) Each Preliminary Prospectus that has been distributed by the Underwriters or the Company to prospective investors and the Prospectus, insofar as they include or reflect information with respect to the Selling Stockholder, has conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; and neither the Registration Statement nor the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus), nor any amendment or supplement thereto, insofar as they include or reflect information with respect to the Selling Stockholder, will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The Selling Stockholder, without independent investigation, is not aware that any of the representations or warranties of the Company set forth in Section 2 above is untrue or inaccurate in any material respect. (vii) All stock transfer or other taxes (other than income taxes), if any, that are required to be paid in connection with the sale and transfer of the Firm Securities or the Option Securities proposed to be sold by the Selling Stockholder to the several Underwriters pursuant to this Agreement will be fully paid or provided for by the Selling Stockholder. (viii) No consent, approval, authorization or order of, or any filing with, any court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions on its part contemplated in this Agreement, the Power of Attorney or the Custody Agreement, except as may be required under the Act or state securities or "blue sky" laws or similar laws in applicable foreign jurisdictions. (ix) Other than as permitted by the Act and the rules and regulations of the Commission thereunder, the Selling Stockholder has not distributed and will not distribute any preliminary prospectus, the Prospectus or any other offering material in connection with the offering and sale of the Firm Securities or the Option Securities proposed to be sold by the Selling Stockholder. (b) The Selling Stockholder agrees with the Company and the Underwriters not to offer to sell, sell or contract to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for any shares of Common Stock in accordance with the terms of separate letter agreements between the Selling Stockholder and the Representatives. (c) Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters Representative or to counsel for the Underwriters shall be deemed a representation and warranty by such the Selling Stockholder Stockholder, to the Underwriters each Underwriter, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement has been duly authorizedthe Selling Stockholder now is and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, executed and delivered by or on behalf as the case may be) will be, the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the such Selling Stockholder pursuant to this AgreementAgreement and has and, at the time of delivery of such Securitiesthereof, 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 Securities in the name of Cede or such other nominee will have valid and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) marketable title to such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, marketable title to such Securities may be asserted against the Underwriters with respect to such Shares free and clear of any claim, lien, encumbrance, security entitlement; for purposes of this representationinterest, community property right, restriction on transfer or other defect in title; (b) the Selling Stockholder has and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may assume that when such paymentbe) will have, delivery full legal right, power and crediting occurcapacity, (x) such Securities will have been registered in and any approval required by 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 laws of the UCC and United States or any state thereof (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery other than those imposed by the Selling Stockholder of, Act and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws of certain jurisdictions) or Greek law, to sell, assign, transfer and from deliver such Shares in the FINRA and such other approvals as have been obtained on or prior to the date manner provided in this Agreement; (c) each of this Agreement. Agreement and the Lock-Up Agreement (eas defined in Section 8(k)) All information furnished to has been duly executed and delivered by the Company or the Underwriters by or on behalf Selling Stockholder and is a legal, valid and binding agreement of the Selling Stockholder enforceable in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, accordance with its terms; (d) as of the Applicable Timetime the Stockholder Registration Statement became effective and at all times subsequent thereto through the latest of the time of purchase, additional time of purchase or the termination of the offering of the Shares, the Stockholder Registration Statement and Prospectus, and on any supplements or amendments thereto as relate to information furnished by the Closing Date Selling Stockholder will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances in which they were made, not misleading, it being understood and agreed that the only such information consists of the information with respect ; (e) to the Selling Stockholder’s knowledge, when the Stockholder under Registration Statement became effective and at all times subsequent thereto through the caption “Principal latest of the time of purchase, additional time of purchase or the termination of the offering of the Shares, the Stockholder Registration Statement and Selling Stockholders” Prospectus, and any supplements or amendments thereto will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the Registration Statementlight of the circumstances in which they were made, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).not misleading; (f) Prior to the completion of the Underwriters’ distribution of the Securities, neither the Selling Stockholder nor any of its directors, officers, affiliates or controlling persons has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to designed, or that which has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed ; (g) the Selling Stockholder has filed any notices required by the Athens Exchange, Greek law or on behalf the laws of the United States or any state thereof in connection with its disposition of the Shares; (h) the Selling Stockholder has been duly organized and is validly existing under the laws of the Republic of Greece; (i) the statements in the Prospectus under the caption “Security Ownership” insofar as such statements constitute a summary of matters pertaining to the Selling Stockholder referred to therein present fairly the information called for with respect to such matters; (j) the Selling Stockholder’s articles of association, as in effect at the date hereof, have been duly adopted by the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to are binding on the Selling Stockholder and counsel its stockholders; (k) to the UnderwritersSelling Stockholder’s knowledge, all representations and warranties of the Company contained in Section 3 are true and correct; (l) the execution, delivery and performance by the Selling Stockholder of this Agreement and the Lock-Up Agreement do not and will not and the sale and delivery of the Shares do not and will not breach any provision of its articles of association, and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under any of the laws of the Republic of Greece or the United States or any state thereof or any existing order or decree of general application of any governmental authority or agency or any official body of the Republic of Greece or the United States or any state thereof; (m) all approvals, consents, authorizations, orders, registrations, clearances and qualifications of or with any United States federal or state court, Greek court, or governmental agency or body or any stock exchange authorities within Greece or the United States or any state thereof having jurisdiction over the Selling Stockholder required for the sale of the Shares and for the execution and delivery by the Selling Stockholder of this Agreement and the Lock-Up Agreement, have been obtained or made and are in full force and effect; (n) the choice of laws of the State of New York to govern the Agreement will be upheld as a valid choice of law in the courts of the Republic of Greece, provided it is pleaded as such; (o) there is no applicable statutory provision which would restrict the enforcement in the Republic of Greece of a judgment obtained in a competent United States or New York State Court (each an “American Court”), and a final and conclusive monetary judgment obtained in an American Court against the Selling Stockholder for a definite sum of money (not being a sum payable in respect of taxes or like charges or in respect of a fine or penalty) arising out of or in relation to this Agreement would be enforceable by action in the courts of the Republic of Greece without a retrial or re-examination of the matters thereby adjudicated upon provided that the proceedings before, and the judgment of, such American Court were not impeachable on the following grounds: (a) the defeated party not having had the opportunity to defend itself (other than by virtue of a provision equally applicable to U.S. citizens); (b) the decision being contrary to a decision of a Greek court enjoying a res judicata effect in a dispute between the same parties and (c) the decision being contrary to the bonos mores or to Greek public order; (p) to ensure the legality, validity, enforceability or admissibility into evidence of this Agreement or the Lock-Up Agreement in the Republic of Greece, it is not necessary that any such document be submitted to, filed or recorded with any court or other authority in the Republic of Greece or that any tax, imposition or charge be paid in the Republic of Greece on or in respect of any such document, other than charges relating to creating a Greek translation of the relevant document; (q) the submission to the jurisdiction of a competent American Court, contained herein is valid and binding under the laws of the Republic of Greece; the waiver by the Selling Stockholder of any objection to the venue of a proceeding in such American Court is legal, valid and binding; the waiver by the Selling Stockholder of all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any claim in such American Court is legal, valid and binding; and (r) service of process effected in the manner set forth in Section 15 of this Agreement, assuming its validity under New York law, will rely upon be effective, for the accuracy and truthfulness purposes of the foregoing representations and hereby consents laws of the Republic of Greece, to confer valid personal jurisdiction over the Selling Stockholder in an American Court, provided that such relianceappointment of agent for service of process by the Selling Stockholder has not previously been revoked.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to each of the Underwriters as followsthat: (a) This Agreement has been duly authorized, executed the Selling Stockholder is the record and delivered by or on behalf beneficial owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities Additional Shares to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims and, assuming that each Underwriter acquires its interest in the Additional Shares from such Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”)) to such Shares), each Underwriter, having purchased such Additional Shares delivered at any additional time of purchase to DTC or other securities intermediary by making payment therefor as provided herein and, having had such Additional Shares credited to the securities account or accounts of each Underwriter maintained with DTC or such other securities intermediary, will have acquired a security entitlement (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 102(a)(17) of the UCC) to such Additional Shares purchased by such Underwriter, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “an adverse claim”, claim (within the meaning of Section 8-102 105 of the UCC, to such Securities ) may be asserted against the Underwriters each Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCAdditional Shares. (db) The execution and delivery by the such Selling Stockholder ofhas and, and at the performance time of delivery of the Additional Shares to be sold by the such Selling Stockholder pursuant to this Agreement at any additional time of its obligations underpurchase will have full legal right, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party power and authority to (i) enter into this Agreement, (ii) sell, assign, transfer and deliver the limited partnership agreement of Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by such Selling Stockholder herein; (c) this Agreement has been duly authorized, executed and delivered by the Selling Stockholder; (1) the Registration Statement, as it relates to the Selling Stockholder, (ii) did not when it became effective, does not and, at the time of purchase and any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision additional time of applicable law or any judgmentpurchase, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (2) the Prospectus, as it relates to the Selling Stockholder, will not, as of its date and at the time of purchase and any additional time of purchase, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this subsection (d) are limited to statements or omissions based upon information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto (such information not misleadingcollectively, it being understood the “Selling Stockholder Information”). The Underwriters acknowledge and agreed that agree that, for all purposes of this Agreement, the only such information consists relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto are the statements pertaining to the name of the information with respect Selling Stockholder and the number of shares owned and the number of shares proposed to the be sold by such Selling Stockholder under the caption “Principal and Selling Stockholders” ;” (e) to the extent that any statements made in the Registration Statement, the Time of Sale Prospectus and Statement or the Prospectus (such information, are made in reliance upon and in conformity with the “Selling Stockholder Information”)., such statements complied and at any additional time of purchase will comply in all material respects with the applicable requirements of the Act; (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement is not prompted by any material, non-public information concerning the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and Company or any Subsidiary which is not set forth in the Prospectus.; (g) The neither the Selling Stockholder nor any of its affiliates has not taken and will not taketaken, directly or indirectly, any action that is designed to to, or that has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (h) no approval, authorization, consent or order of or qualification with any court or federal, state, local or foreign governmental body, authority or agency is required in connection with the sale of the Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement or the consummation by such Selling Stockholder of the transactions contemplated hereby other than registration of such Additional Shares under the Act and such as may be required under the securities or blue sky laws of the various jurisdictions in which such Additional Shares are being offered by the Underwriters; (i) pursuant to a custody agreement, dated the date hereof, between Computershare Investor Services LLC, as custodian (the “Custodian”), and the Selling Stockholder (the “Custody Agreement”), certificates in negotiable form for the Additional Shares to be sold by the Selling Stockholder pursuant to this Agreement have been placed in custody with the Custodian for the purpose of making delivery of such Additional Shares in accordance with this Agreement; the Selling Stockholder agrees that (i) such Additional Shares represented by such certificates are for the benefit of, and coupled with and subject to the interest of the Underwriters; (ii) the arrangements made by the Selling Stockholder with the Custodian pursuant to the Custody Agreement are irrevocable; and (iii) the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the dissolution of the Selling Stockholder or by the occurrence of any other event; if the Selling Stockholder should be dissolved or if any other such event should occur before the delivery of the Additional Shares hereunder, certificates for such Additional shares shall be delivered by the Company’s transfer agent in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such dissolution or other event had not occurred, regardless of whether the transfer agent shall have received notice of such dissolution or other event; and (j) neither the execution and delivery of this Agreement by the Selling Stockholder nor the consummation of the transactions contemplated hereby will conflict with, result in any breach or violation of or constitute a default under (i) the limited liability company agreement of the Selling Stockholder, (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or bound or to which any of its properties is subject, or (iii) any federal, state, local or foreign law, or (iv) any regulation, rule, decree, judgment or order applicable to the Selling Stockholder, except, in the case of clauses (ii), (iii) and (iv) above, for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated herein. Any In addition, any certificate signed by or on behalf any officer of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Additional Shares shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making , to each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceUnderwriter.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement has been duly authorizedsuch Selling Stockholder now is and at the time of delivery of such Shares will be, executed and delivered by or on behalf the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the such Selling Stockholder pursuant to this AgreementAgreement and has and, at the time of delivery of such Securitiesthereof, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) will have valid title to such Shares), (A) DTC shall be a “protected purchaser” and upon delivery of and payment for such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCShares, the Underwriters will acquire a valid title to such Shares free and clear of any claim, lien, encumbrance, security entitlement interest, restriction on transfer or other defect in respect title; (b) such Selling Stockholder has, and at the time of delivery of such Securities Shares will have, all requisite corporate power and capacity, and any approval required by law (C) no action based on any “adverse claim”, within other than those imposed by the meaning Act and the securities or blue sky laws of Section 8-102 of various jurisdictions in which the UCCShares are being offered by the Underwriters), to sell and deliver such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered Shares in the name of Cede or another nominee designated by DTC, manner provided in each case on the Company’s share registry in accordance this Agreement; (c) 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, exceptrespective terms, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as rights to indemnity and contribution hereunder may be required under the Securities Act, applicable state limited by securities or blue sky laws and from except as the FINRA enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and such other approvals as have been obtained on or prior to the date general principles of this Agreement.equity; (ed) All information furnished to when the Company Registration Statement becomes effective and at all times subsequent thereto through the latest of the time of purchase, additional time of purchase or the Underwriters by or on behalf termination of the offering of the Shares, the Registration Statement and Prospectus, and any supplements or amendments thereto as they relate to such Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in light of the circumstances under which they were made, not misleading, it being understood ; (e) such Selling Stockholder has duly and agreed that irrevocably authorized the only such information consists Representative of the information Selling Stockholder, on behalf of such Selling Stockholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with respect the transactions contemplated hereby and to deliver the Shares to be sold by such Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).receive payment therefor pursuant hereto; and (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of such Selling Stockholder's Shares pursuant to this Agreement is not prompted by any material information concerning the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and Company which is not set forth in the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, warrants and covenants to the Underwriters as followsagrees that: (ai) This Agreement has been duly authorized, executed and delivered by or Neither the Selling Stockholder nor any person acting on behalf of the Selling StockholderStockholder (other than, as applicable, the Company and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Act) relating to the Securities. (bii) [Reserved]The Selling Stockholder has, and immediately prior to the Closing on which the Selling Stockholder is selling any Securities, will have good and marketable title to the Securities to be sold by the Selling Stockholder hereunder on such Closing (and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof), free and clear of all liens, encumbrances, equities, community property rights, restrictions on transfer or claims except for any liens, encumbrances, equities or claims arising under the Custody Agreement (as defined below). (ciii) The Securities to be sold by the Selling Stockholder hereunder are subject to the interest of the Underwriter, and the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other event. (iv) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to this AgreementStockholder, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares Securities on the books of DTC to the securities account of the Underwriters Underwriter (assuming that neither i) DTC nor will acquire good and marketable title to the Underwriters has notice Securities free and clear of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)all liens, encumbrances, equities, community property rights, restrictions on transfer or claims, (Aii) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (Biii) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Securities Securities, and (Civ) no an action based on any an “adverse claim”, within the meaning of ” (as defined in Section 8-102 of the UCC, ) to such Securities securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be successfully asserted against the Underwriters Underwriter with respect to such security entitlement; for . For purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (w) neither DTC nor the Underwriter has notice of any “adverse claim” to such Securities within the meaning of Section 8-105 of the UCC, (x) such Securities 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 entry entries to the account accounts of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (dv) The execution and delivery Selling Stockholder has placed in custody under a custody agreement (the “Custody Agreement”) with American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), the Securities to be sold by the Selling Stockholder ofhereunder. (vi) The Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Custody Agreement. (evii) All information furnished to the Company or the Underwriters by This Agreement has been duly and validly authorized, executed and delivered or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”)Stockholder. (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder representsrepresents and warrants to, warrants and covenants to the Underwriters agrees with, each Underwriter as follows:set forth below in this Section 2. (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]The Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Selling Stockholder 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 Securities to be sold by the Selling Stockholder or a security entitlement in respect of such Securities. (c) Upon The Selling Stockholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Securities to be sold by the Selling Stockholder hereunder; and, upon payment for the Securities to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, as directed by the UnderwritersRepresentatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such Shares Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such SharesSecurities), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Securities or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities 1933 Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been or will be made or obtained on or prior to the date of this AgreementClosing Date. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Execution Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to legal name, address and the number of shares of Common Stock owned by the Selling Stockholder before and after the offering under the caption “Principal and Selling StockholdersStockholder” in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II Disclosure Package and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesSecurities. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered therebythereby with respect to the Selling Stockholder. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion opinions to be delivered pursuant to Sections 8(b)(i) and (iii) and Section 8(b8(c) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with each of the Underwriters as followsthat: (a) This the Selling Stockholder has been duly organized and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland and has all necessary power and authority to enter into and perform its obligation under this Agreement; (b) the Selling Stockholder now is and at the time of delivery of such Shares will be, the lawful owner of the number of Shares to be sold by such Selling Stockholder pursuant to this Agreement and has and, at the time of delivery thereof, will have valid and marketable title to such Shares, free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (c) the Selling Stockholder has and, at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may be), will have full legal right, power and capacity, and any approval required by law, to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement; (d) this Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.; (e) All information furnished to the Company or the Underwriters by or on behalf such Selling Stockholder’s knowledge, (i) each part of the Selling Stockholder in writing expressly for use in the Registration StatementStatements, the Time of Sale Prospectus or the Prospectus iswhen such part became effective, did not contain and on the Closing Date will be, true, correct and complete in all material respects, and did noteach such part, as of the Applicable Timemay be amended or supplemented, if applicable, does not and on the Closing Date will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Prospectus does not contain and, as may be 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 such information the statements therein, in the light of the circumstances under which they were made, not misleading; provided, it being understood however, that such Selling Stockholder makes no warranty or representation with respect to any statements or omissions contained in the Registration Statements or the Prospectus based upon information relating to any Underwriter furnished to the Company by such Underwriter through you expressly for use therein; (f) the information in the Registration Statements and agreed that the only Prospectus, and any supplements or amendments thereto, relating to such information consists of the Selling Stockholder is true and accurate, does not omit any information with respect to the Selling Stockholder required to be contained therein or necessary to make the information therein not misleading, and complied, when the Registration Statements became effective, complies and will comply in all materials respects with the requirements of the Act; (g) the execution, delivery and performance of this Agreement by the Selling Stockholder, the sale of the Shares by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach of or constitute a default under), (i) the charter or by-laws or other organizational documents of the Selling Stockholder or any of its subsidiaries, (ii) any agreement, indenture or other instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries or any of the Selling Stockholder’s or any of its subsidiaries’ properties may be bound or affected, or (iii) any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Selling Stockholder, other than, in the case of clause (ii), such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby; (h) no approval, authorization, consent or order of or filing with any federal, state or local or foreign governmental or regulatory commission, board, body, authority or agency or with the NYSE, or approval of the shareholders of the Selling Stockholder, is required in connection with the sale of the Shares by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby other than registration of such Shares under the caption “Principal Act, which has been effected, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; (i) the sale of the Selling Stockholders” Stockholder’s Shares pursuant to this Agreement is not prompted by any information concerning the Company which is not set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).Prospectus; (fj) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and or sale of the Securities Shares other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II any Prepricing Prospectus and the Prospectus.; (gk) The the Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to designed, or that which has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; and (l) at the time of purchase, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold by the Selling Stockholder to the Underwriters hereunder will have been fully paid or provided for by the Selling Stockholder and all laws imposing such taxes will have been fully complied with. Any In addition, any certificate signed by or on behalf of the such Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriters Stockholder, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making , to each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceUnderwriter.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followsthat: (a) This Agreement has been duly authorized, executed the Selling Stockholder is and delivered by or on behalf at the time of purchase will be the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the Selling Stockholder and the Selling Stockholder has and at the time of purchase will have valid and marketable title to the Shares to be sold by the Selling Stockholder, and upon delivery of and payment for any Shares, the Underwriter will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (b) the Selling Stockholder has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Xxxxxxxx Islands; the Selling Stockholder has and at the time of purchase will have full legal right, power and capacity, and all authorizations and approvals required by law (other than those imposed by the Act and state securities or blue sky laws), (i) to enter into this Agreement, (ii) to sell, assign, transfer and deliver the Shares pursuant to this Agreement, delivery of such Securities, 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 Securities Agreement in the name of Cede or such other nominee manner provided in this Agreement and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)iii) to such Shares)make the representations, (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities warranties and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been agreements made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, herein; (c) this Agreement has been duly executed and the performance delivered by the Selling Stockholder of its obligations underand is a legal, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership valid and binding agreement of the Selling Stockholder, enforceable in accordance with its terms; (iid) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable all information with respect to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use included in the Registration Statement, the Time of Sale any Preliminary Prospectus or the Prospectus iscomplied and will comply with all applicable provisions of the Act; the Registration Statement, and on as it relates to the Closing Date will beSelling Stockholder, true, correct and complete in all material respects, and did not, as of the Applicable Effective Time, and on the Closing Date will not, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading; each Preliminary Prospectus and any amendment or supplement thereto, as of its date and the date it being understood was filed with the Commission, and agreed that the only such information consists Pricing Prospectus, as of the information with respect Applicable Time, in each case as it relates to the Selling Stockholder and when read together with the then issued Permitted Free Writing Prospectuses, if any, and the information included in Schedule B hereto, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the caption “Principal Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, as the Prospectus relates to the Selling Stockholder, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, as such Permitted Free Writing Prospectus relates to the Selling Stockholder and when read together with the Pricing Prospectus, any other Permitted Free Writing Prospectuses then issued and the information included on Schedule B hereto, as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (e) the sale of the Shares by the Selling Stockholders” Stockholder pursuant to this Agreement is not prompted by any material information concerning the Company or any Subsidiary which is not set forth in the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).Prospectus; (f) Prior to the completion of the Underwriters’ distribution of the Securities, neither the Selling Stockholder nor any of its affiliates has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to to, or that which has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed ; (g) to the Selling Stockholder's knowledge, there are no affiliations or associations between any member of the NASD and the Selling Stockholder, except as set forth in the Registration Statement, the Pricing Prospectus and the Prospectus; and none of the proceeds received by the Selling Stockholder from the sale of the Shares to be sold by the Selling Stockholder pursuant to this Agreement will be paid to a member of the NASD or any affiliate of such member; (h) at the time of purchase, all stock transfer or other taxes (other than income taxes), if any, that are required to be paid in connection with the sale and transfer of the Shares to the Underwriter will be fully paid or provided for by the Selling Stockholder, and all laws imposing such taxes will be fully complied with; (i) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, court, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE) is required in connection with the sale of the Shares by the Selling Stockholder pursuant to this Agreement or the consummation by the Selling Stockholder of the transactions contemplated hereby, other than registration of such Shares under the Act, which has been effected (or, with respect to a Rule 462(b) Registration Statement, will be effected in accordance herewith), any necessary qualification under the securities or blue sky laws of the various jurisdictions in which such Shares are being offered by the Underwriter or under the rules and regulations of the NASD and such approvals, authorizations, consents, orders or filings that have been obtained or made and are in full force and effect; (j) the Selling Stockholder has not offered or sold any Shares by means of any "prospectus" (within the meaning of the Act), or used any "prospectus" (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the then most recent Preliminary Prospectus; (k) the execution, delivery and performance of this Agreement, the sale by the Selling Stockholder of the Shares pursuant to this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (or constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) (i) the charter or bylaws of the Selling Stockholder, (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties may be bound or affected, (iii) any federal, state, local or foreign law, regulation or rule, (iv) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE) or (v) any decree, judgment or order applicable to the Selling Stockholder or its properties, except in the case of the foregoing clauses (ii), (iii), (iv) and (v) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby; (l) no stamp duty, stock exchange tax, value-added tax, withholding tax or any other similar duty or tax is payable by or on behalf of the Underwriter in the United States or the Xxxxxxxx Islands or any political subdivision thereof or any authority thereof having power to tax in connection with the execution, delivery or performance of this Agreement by the Selling Stockholder or the sale or delivery of the Shares by the Selling Stockholder to or for the account of the Underwriter or the resales of the Shares by the Underwriter to the initial purchasers thereof; and (m) certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been or will be at the applicable time of payment duly and properly endorsed in blank for transfer, accompanied by all documents, including stock powers, duly and properly executed that are necessary to validate the transfer of title to such Shares to the Underwriter, free of any legend, restriction on transferability, proxy, lien or claim whatsoever. In addition, any certificate signed by any officer of the Selling Stockholder or any of the Selling Stockholder's affiliates or by the Selling Stockholder and delivered to the Underwriters Underwriter or to counsel for the Underwriters Underwriter in connection with the offering of the Shares shall be deemed to be a representation and warranty by such the Selling Stockholder to the Underwriters Stockholder, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceUnderwriter.

Representations and Warranties of the Selling Stockholder. The --------------------------------------------------------- Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This The Selling Stockholder is the lawful owner of the Shares to be sold by it pursuant to this Agreement and has, and on the Closing Date (and Option Closing Date, if applicable) will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (b) Upon delivery of and payment for such Shares pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (c) The Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and the Custody Agreement between the Selling Stockholder and ______________________________, as Custodian (the "Custody Agreement") and to sell, assign, transfer and deliver such Shares in the manner provided herein and therein, and this Agreement and the Custody Agreement have been duly authorized, executed and delivered by the Selling Stockholder and each of this Agreement and the Custody Agreement is a valid and binding agreement of the Selling Stockholder enforceable in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by applicable law. (d) The power of attorney signed by the Selling Stockholder appointing _________________ and ________________, or either one of them, as its attorney-in-fact to the extent set forth therein with regard to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for Stockholder and is a valid and binding instrument of the Securities Selling Stockholder enforceable in accordance with its terms, and, pursuant to such power of attorney, the Selling Stockholder has authorized _________________ and ________________, or either one of them, to execute and deliver on its behalf this Agreement and any other document necessary or desirable in connection with transactions contemplated hereby and to deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken taken, and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Act, the Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. Any certificate signed . (f) The execution, delivery and performance of this Agreement by the Selling Stockholder, compliance by the Selling Stockholder with all the provisions hereof and the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or on behalf other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the Act, state securities laws or Blue Sky laws) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, organizational documents of the Selling Stockholder, or any agreement, indenture or other instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or property of the Selling Stockholder and delivered to the Underwriters is bound, or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters andviolate or conflict with any laws, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel administrative regulation or ruling or court decree applicable to the Selling Stockholder and counsel or property of the Selling Stockholder. (g) Such parts of the Registration Statement under the caption "Selling Shareholder" which specifically relate to the UnderwritersSelling Stockholder do not, and will rely upon not on the accuracy Closing Date (and truthfulness any Option Closing Date, if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the foregoing representations and hereby consents statements therein, in light of circumstances under which they were made, not misleading. (h) At any time during the period described in paragraph 5(e) hereof, if there is any change in the information referred to in paragraph 7(g) above, the Selling Stockholder will immediately notify you of such reliancechange.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder representsrepresents and warrants to, warrants and covenants to agrees with, the Underwriters as followsthat: (a) The Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has good, valid and marketable title to the Shares to be sold by it pursuant to this Agreement, free and clear of all liens, encumbrances, adverse claims, security interests, restrictions on transfer, stockholders' agreements, voting trusts, options and other defects in title whatsoever, with full power to deliver such Shares hereunder, and, upon the delivery of and payment for such Shares as herein contemplated, each of the Underwriters will receive good, valid and marketable title to the Shares purchased by it from the Selling Stockholder, free and clear of all liens, encumbrances, adverse claims, security interests, restrictions on transfer, stockholders' agreements, voting trusts, options and other defects in title whatsoever created by or relating to the Selling Stockholder. (b) The Selling Stockholder has, and will have at the time of delivery of the Shares to be sold by it, full legal right, power, authority and capacity, and, except as required under the Securities Act and state securities and Blue Sky laws, all necessary consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies (including the approval of the Vancouver Stock Exchange), as are required for the execution, delivery and performance of (i) this Agreement and the consummation of the transactions contemplated hereby and thereby, (ii) the Custody Agreement (as hereinafter defined) and (iii) the related Power of Attorney (as hereinafter defined) of the Selling Stockholder, including the sale, assignment, transfer and delivery of the Shares to be sold, assigned, transferred and delivered by the Selling Stockholder hereunder. (c) This Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder and is the valid and binding obligation of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms. (d) The Custody Agreement of such Selling Stockholder has been duly and validly authorized, executed and delivered by the Selling Stockholder and is the valid and binding obligation of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms. (e) The Power of Attorney of the Selling Stockholder has been duly and validly authorized, executed and delivered by the Selling Stockholder and is the valid and binding obligation of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms. (f) Certificates in negotiable form for the Selling Stockholder's Shares have been placed in custody, for delivery pursuant to the terms of this Agreement, under a Custody Agreement executed and delivered by the Selling Stockholder, in the form heretofore furnished to you (the "Custody Agreement") ----------------- with Xxxxxx Trust and Savings Bank, as custodian (the "Custodian"), and under --------- the Power of Attorney executed and delivered by the Selling Stockholder in the form furnished to you appointing certain individuals as the Seller Stockholder's attorney-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "Power of Attorney"), ----------------- the shares of Common Stock represented by the certificates so held in custody for the Selling Stockholder are subject to the interests hereunder of the Underwriters and the Company. The arrangements for custody and delivery of such certificates, made by the Selling Stockholder hereunder and under the Custody Agreement and the Power of Attorney are not subject to termination by any acts of the Selling Stockholder, or by operation of law, whether by death or incapacity of any person acting on behalf of the Selling Stockholder or the occurrence of any other event, and if such death, incapacity or any other such event shall occur before the delivery of the Selling Stockholder's Shares hereunder, certificates for such Shares will be delivered by the Custodian in accordance with the terms and conditions of this Agreement, the Custody Agreement, and the Power of Attorney as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death, incapacity or other event. (g) The execution, delivery and performance of this Agreement, the Custody Agreement and Power of Attorney by or on behalf of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for , the Securities to be offering and sale of the Firm Shares being sold by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, 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 Securities in the name of Cede or such other nominee hereunder and the crediting of such Shares on the books of DTC to the securities account consummation of the Underwriters (assuming that neither DTC nor the Underwriters has notice transactions contemplated hereby and thereby will not violate, conflict with or constitute a breach 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 Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities terms and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach provisions of, or constitute a default (or, or an event which with the giving of notice or lapse of time, or both, would be in constitute a default) or require consent under, or require result in the consent creation or imposition of any other party lien, charge or encumbrance upon any properties or assets of the Selling Stockholder, or result in an acceleration of any indebtedness of the Selling Stockholder, pursuant to (i) the limited partnership agreement articles of incorporation or bylaws or comparable organizational documents of the Selling Stockholder, (ii) any bond, debenture, note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which it is bound or under which it is entitled to any right they or benefit their respective properties or assets are or may be bound, (iii) any provision of applicable law or any judgmentstatute, order, decree rule or regulation applicable to the Selling Stockholder or any of its subsidiaries or any of its or their properties or assets or (iv) any judgment, order or decree of any court, regulatory body, administrative agency, court or governmental body agency or arbitrator authority having jurisdiction over the Selling Stockholder, except, in the case Stockholder or any of the foregoing clauses (ii) and (iii) as would not, individually its subsidiaries or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform any of its obligations under this Agreementor their properties or assets. No consent, approval, authorization authorization, order, registration, filing, qualification, license or other order of, permit of or registration or filing with, with (i) any court or any governmental agency or authority having jurisdiction over the Selling Stockholder or any of its subsidiaries or any of its or their properties or assets or (ii) any other governmental authority or agency, person is required for (A) the consummation execution, delivery and performance by the Selling Stockholder of this Agreement, the Custody Agreement or the Power of Attorney, (B) the sale and delivery of the Shares to be sold and delivered by the Selling Stockholder hereunder and the consummation of the transactions contemplated in this Agreementhereby, except such as have been obtained under the Securities Act and from the Vancouver Stock Exchange and such consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits as may be required under the Securities Act, applicable state securities or blue sky Blue Sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering purchase and sale distribution of the Securities other than Shares by the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the ProspectusUnderwriters. (gh) The Selling Stockholder has not taken and will not take, directly or indirectlyindirectly (i) taken (other than through the actions, if any, of the Underwriters) any action that is designed to or that has constituted to, or that might reasonably be expected to to, cause or result in or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any Shares or (ii) since the filing of the Preliminary Prospectus (A) sold, bid for, purchased or paid any person any compensation for soliciting purchases of, shares of Common Stock or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. (i) The Selling Stockholder (i) does not directly or indirectly have any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Underwriters pursuant to this Agreement, and (ii) does not directly or indirectly own any warrants, options or similar rights to acquire, and does not directly or indirectly have any right or arrangement to acquire, any capital stock, rights, warrants, options or other securities from the Company. (j) The Selling Stockholder does not directly or indirectly possess any registration rights with respect to any securities of the Company. (k) The information in the Registration Statement under the caption "Principal and Selling Stockholders" which specifically relates to the Selling Stockholder does not, and will not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If there is any change in the information referred to in Section 2(k) from the first business day after the date of this Agreement and from time to time thereafter for such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, the Selling Stockholder will immediately notify you of such change. (m) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Code with respect to the transactions herein contemplated, the Selling Stockholder will deliver to you prior to or on the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (n) Selling Stockholder has the power to submit, and pursuant to this Agreement has legally, validly, effectively and irrevocably submitted, to the jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate, appoint and empower and pursuant to this Agreement has legally, validly, effectively and irrevocably designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of New York, County of New York, as provided in Section 15 hereof. (o) Each certificate signed by any officer or on behalf other representative of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making acknowledges that each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion opinions to be delivered to the Underwriters pursuant to Section Sections 8(b) and 8(e) hereof, counsel to the Selling Stockholder Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness truth of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling --------------------------------------------------------- Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement The Selling Stockholder has been duly authorizedand, executed at the time of delivery thereof, will have valid and delivered by or on behalf marketable title to the number of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, and upon delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of payment for such Shares on at the books time of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCpurchase, the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer (other than restrictions on transfer imposed by the securities or Blue Sky laws of certain jurisdictions) or other defect in title; (b) The Selling Stockholder has duly executed and delivered, a valid security entitlement Custody Agreement (the "Custody Agreement") in respect of such Securities the form heretofore furnished to you, and (C) no action based on any “adverse claim”has duly executed and delivered to the American Stock Transfer & Trust Company, within the meaning of Section 8-102 as custodian, a share transfer form relating to all of the UCC, Shares to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, sold by the Selling Stockholder may assume that when such paymenthereunder, and the Selling Stockholder has duly executed and delivered a Power of Attorney (the "Power of Attorney"), in the form heretofore furnished to you, appointing the persons indicated therein, and each of them, as the Selling Stockholder's attorneys-in-fact; (c) All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Stockholder of this Agreement, the Power of Attorney and crediting occurthe Custody Agreement, (x) such Securities will and for the sale and delivery of the Shares to be sold by it hereunder, have been registered in obtained, except as required under the name securities and Blue Sky laws of Cede or another nominee designated certain jurisdictions; (d) The Selling Stockholder has full limited partnership power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement, and this Agreement, the Power of Attorney and the Custody Agreement have been duly authorized, executed and delivered by DTCthe Selling Stockholder, in each case on are valid and binding agreements of the Company’s share registry Selling Stockholder and are enforceable against the Selling Stockholder in accordance with its certificate the terms hereof and thereof, except for the indemnification and contribution provisions hereof and except as may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors' rights generally and moratorium laws in effect from time to time and by equitable principles restricting the availability 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC.equitable remedies; (de) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations underagreements in, this Agreement, the Power of Attorney and the Custody Agreement do not and will not contravene (i) violate the organizational documents of the Selling Stockholder or conflict with, (ii) breach or result in a breach ofdefault under, or constitute a default (or, with cause the giving time for performance of notice or lapse of time, would any obligation to be in default) accelerated under, or require result in the consent creation or imposition of any lien, charge or encumbrance upon any of the Stockholder Shares pursuant to the terms or provisions of any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, capital lease or other party to (i) the limited partnership agreement evidence of indebtedness of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) result in any provision violation of applicable law the provisions of any statute or any judgment, order, decree rule or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, court or governmental agency or body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).property; and (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that which is designed to or that which has constituted or that 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. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth Shares in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceoffering.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) The Selling Stockholder has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Pennsylvania and has the corporate power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties. (b) The Selling Stockholder is the lawful owner of the Shares to be sold by the Selling Stockholder pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (c) The Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into this Agreement, and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder in the manner provided herein and therein. (d) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]. (ce) Upon delivery of and payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of good and clear title to such Securities, as directed by Shares will pass to the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”)free of all restrictions on transfer, registration of such Securities in the name of Cede or such other nominee liens, encumbrances, security interests, equities and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”)claims whatsoever. (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken taken, and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Act, the Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. Any certificate signed . (g) The execution, delivery and performance of this Agreement by the Selling Stockholder, compliance by the Selling Stockholder with all the provisions hereof and the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or on behalf other order of, or qualification with, any court or governmental body or agency including, without limitation, any insurance regulatory body or agency (except such as may be required under the securities or Blue Sky laws of the various states) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of the Selling Stockholder, or any indenture, loan agreement, mortgage, lease or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any property of the Selling Stockholder and delivered to is bound, or violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency including, without limitation, any insurance regulatory body or agency having jurisdiction over the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to or any property of the Underwriters as to the matters covered thereby. Selling Stockholder. (h) The Selling Stockholder has a reasonable basis for making each is not and, after giving effect to the sale of the Shares and the application of the proceeds thereof, will not be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (i) 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 do not apply to statements or omissions in the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein. (j) At any time during the period described in Section 2. The 5(d), if there is any change in the information referred to in Section 7(i), such Selling Stockholder acknowledges that the Underwriters and, for purposes will immediately notify you of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancechange.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder representsrepresents and warrants to, warrants and covenants to agrees with, each of the several Underwriters as followsthat: (a) This The Selling Stockholder has full corporate power to enter into this Agreement has been duly authorizedand to sell, executed assign, transfer and delivered by or on behalf of deliver to the Selling Stockholder. (b) [Reserved]. (c) Upon payment for Underwriters the Securities to be sold by the Selling Stockholder hereunder in accordance with the terms of this Agreement; the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Selling Stockholder; and this Agreement has been duly executed and delivered by the Selling Stockholder. (b) The Selling Stockholder has duly executed and delivered a power of attorney and custody agreement (with respect to such Selling Stockholder, the "Power-of-Attorney" and the "Custody Agreement", respectively), each in the form heretofore delivered to the Representatives, appointing C. Xxxxxx Xxxxx or Xxx X. Xxxxxxx, acting individually as such Selling Stockholder's attorney-in-fact (the "Attorney-in-Fact") with authority to execute, deliver and perform this Agreement on behalf of such Selling Stockholder and appointing Continental Stock Transfer & Trust Co. as custodian thereunder (the "Custodian"). Certificates in negotiable form, endorsed in blank or accompanied by blank stock powers duly executed, with signatures appropriately guaranteed, representing the Securities to be sold by such Selling Stockholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. Such Selling Stockholder has full corporate power to enter into the Custody Agreement and the Power-of-Attorney, the execution and delivery of which have been duly authorized by all necessary corporate action of such Selling Stockholder; the Custody Agreement and the Power-of-Attorney have been duly executed and delivered by such Selling Stockholder and, assuming due authorization, execution and delivery by the Custodian, are the legal, valid, binding and enforceable instruments of such Selling Stockholder. Such Selling Stockholder agrees that each of the Securities represented by the certificates on deposit with the Custodian is subject to the interests of the Underwriters hereunder, that the arrangements made for such custody, the appointment of the Attorney-in-Fact and the right, power and authority of the Attorney-in-Fact to execute and deliver this Agreement, to agree on the price at which the Securities (including such Selling Stockholder's Securities) are to be sold to the Underwriters, and to carry out the terms of this Agreement, are to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or the Custody Agreement, by any act of such Selling Stockholder, by operation of law or otherwise, by its liquidation or dissolution or by the occurrence of any other event. If the Selling Stockholder shall liquidate or dissolve, or if any other event should occur, before the delivery of such Securities hereunder, the certificates for such Securities deposited with the Custodian shall be delivered by the Custodian in accordance with the respective terms and conditions of this Agreement as if such termination, liquidation or dissolution or other event had not occurred, regardless of whether or not the Custodian or the Attorney-in-Fact shall have received notice thereof. (c) The Selling Stockholder has good and marketable title to the Securities to be sold by it hereunder and upon sale and delivery of, and payment for, such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representationprovided herein, the Selling Stockholder may assume that when will convey good and marketable title to such paymentSecurities, delivery free and crediting occurclear of any interests, (x) such Securities will have been registered in the name of Cede liens, encumbrances, equities, claims 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCother defects. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not takenot, directly or indirectly, (i) taken any action that is designed to cause or result in, or that has constituted or that which might reasonably be expected to cause or result in constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed Securities or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the sale of Securities by the Selling Stockholder under this Agreement). (e) The Selling Stockholder has reviewed the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) and the Registration Statement, and to the best knowledge of the Selling Stockholder, the information regarding the Selling Stockholder set forth therein under the captions "Principal and Selling Stockholders" is complete and accurate. (f) The sale of the Securities to the Underwriters by the Selling Stockholder pursuant to this Agreement, the compliance by the Selling Stockholder with the other provisions of this Agreement, the Custody Agreement and the consummation of the other transactions herein contemplated do not (i) require the consent, approval, authorization, registration or on behalf qualification of or with any governmental authority, except such as have been obtained, such as may be required under state securities or blue sky laws and, if the registration statement filed with respect to the Securities (as amended) is not effective under the Act as of the time of execution hereof, such as may be required (and shall be obtained as provided in this Agreement) under the Act and the Exchange Act or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of the Selling Stockholder's properties are bound, or the charter documents or by-laws of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each any statute or any judgment, decree, order, rule or regulation of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel any court or other governmental authority or any arbitrator applicable to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceStockholder.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This the Selling Stockholder now is, and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may be) will be, the lawful owner of the number of Shares to be sold by the Selling Stockholder pursuant to this Agreement and has, and at the time of delivery thereof will have valid title to such Shares. Assuming that no Underwriter has notice of any adverse claims with respect to the Shares to be sold by the Selling Stockholder hereunder, then upon delivery of the certificate(s) evidencing such Shares indorsed to UBS or indorsed in blank by an effective indorsement in return for payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), UBS will acquire such certificate (and the Shares represented thereby) free of any adverse claim under Section 8-303 of the Uniform Commercial Code as in effect on the date hereof in the State of Illinois; (b) the Selling Stockholder has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and has the limited liability company power and authority to execute and deliver this Agreement and to sell and deliver the Shares to be sold by it as contemplated herein; (c) this Agreement has been duly authorized, executed and delivered by the Selling Stockholder; (d) (i) the Preliminary Prospectus dated , 2004 did not, as of its date, and does not contain an untrue statement of a material fact relating to the Selling Stockholder or omit to state a material fact relating to the Selling Stockholder required to be stated therein or necessary to make the statements relating to the Selling Stockholder therein, in light of the circumstances under which they were made, not misleading; the Registration Statement did not, when it became effective, and does not, and, as amended and supplemented, if applicable, will not, at the time of purchase and any additional time of purchase, contain an untrue statement of a material fact relating to the Selling Stockholder or omit to state a material fact relating to the Selling Stockholder required to be stated therein or necessary to make the statements relating to the Selling Stockholder therein not misleading; and the Prospectus, as amended or supplemented, as applicable, will not, as of its date and at the time of purchase or any additional time of purchase, contain an untrue statement of a material fact relating to the Selling Stockholder or omit to state a material fact relating to the Selling Stockholder required to be stated therein or necessary to make the statements relating to the Selling Stockholder therein, in light of the circumstances under which they were made, not misleading; (ii) except as provided in Section 4(d)(i), to the Selling Stockholder’s knowledge, the Preliminary Prospectus dated , 2004 did not, as of its date, and does not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except as provided in Section 4(d)(i), to the Selling Stockholder’s knowledge, the Registration Statement did not, when it became effective, and does not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Selling Stockholder makes no warranty or representation with respect to any statement or omission in any Preliminary Prospectus, the Registration Statement or the Prospectus based upon and in conformity with information concerning an Underwriter and furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in such Preliminary Prospectus, the Registration Statement or the Prospectus as described in Section 12; (e) the execution and delivery of this Agreement by the Selling Stockholder. (b) [Reserved]. (c) Upon payment for , the Securities consummation by the Selling Stockholder of the transactions contemplated hereby and its performance hereunder, including, without limitation, the sale of the Shares to be sold by the Selling Stockholder pursuant to this AgreementStockholder, delivery of such Securities, 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 Securities in the name of Cede or such other nominee Redemption and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this AgreementPrepayment, will not contravene or conflict with, (i) result in a breach of, or constitute a default (or, with violation of the giving certificate of notice formation or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership liability company agreement of the Selling Stockholder, (ii) result in any breach or violation of, or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach of or constitute a default under), any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is or any of its properties may be bound or under which it is entitled to affected, except for any right breach, violation or benefit default that would not prevent consummation of the transactions contemplated hereby or (iii) contravene any provision of applicable law federal, state, local or foreign law, regulation or rule or any judgmentdecree, order, decree judgment or regulation order applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.;

Representations and Warranties of the Selling Stockholder. The Selling Stockholder representsrepresents and warrants to and agrees with the several Underwriters and the Company, warrants and covenants shall be deemed to represent and warrant to the several Underwriters as followsand the Company on each Closing Date, that: (a) This Agreement The Selling Stockholder has been duly authorized, executed and delivered by or on behalf a custody agreement ("Custody Agreement") naming __________________ as custodian ("Custodian") of the Shares of the Selling StockholderStockholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor. (b) [Reserved]. (c) Upon payment All consents, approvals, authorizations and orders necessary for the Securities execution and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and for the sale and delivery of the Shares to be sold by the Selling Stockholder pursuant hereunder, as set forth on Schedule I annexed hereto, have been obtained. The Selling Stockholder has, and at the time of delivery thereof hereunder the Selling Stockholder will have, good and valid title to the Shares proposed to be sold by the Selling Stockholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, and claims, other than any created by the Custody Agreement or this AgreementAgreement for the benefit of the Underwriters. The Selling Stockholder has full right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver such Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of such Securities, 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 Securities in the name of Cede or such other nominee and the crediting of payment for such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCChereunder, the Underwriters will acquire a good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security entitlement in respect of such Securities interests, equities, claims and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede community 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCmarital property rights. (dc) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) Shares. The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to which could cause or result in in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesCommon Stock. (d) The execution, delivery and performance by the Selling Stockholder of this Agreement and the Custody Agreement will not, if applicable, result in the violation of any provisions of the Articles of Incorporation, By-laws or other governing documents of the Selling Stockholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or the Selling Stockholder's property may be bound or affected, or any statute, rule or regulation applicable to the Selling Stockholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over the Selling Stockholder or any of the Selling Stockholder's property. Any No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. The Selling Stockholder hereby represents and warrants that the Custody Agreement has been duly executed and delivered by or on behalf of the Selling Stockholder to the Representatives. (e) This Agreement and the Custody Agreement are each valid and binding agreements of the Selling Stockholder enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, and moratorium laws and other principles of equity. (f) The Selling Stockholder has deposited in custody, under the Custody Agreement, certificates in negotiable form for the Shares to be sold hereunder by the Selling Stockholder as set forth opposite the Selling Stockholder's name on Schedule I annexed hereto (including the maximum number of Optional Shares set forth on Schedule 1) for the purpose of further delivery pursuant to this Agreement. The Selling Stockholder agrees that the Shares of the Selling Stockholder on deposit with the Custodian are subject to the interests of the Company and the Underwriters, that the arrangements made for such custody, pursuant to the Custody Agreement, are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder and under the Custody Agreement shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of the Selling Stockholder, by operation of law, by the death or incapacity of the Selling Stockholder or, by the occurrence of any other event. If any Selling Stockholder should die or become incapacitated, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent such Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity, or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. The Selling Stockholder represents that the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by the Selling Stockholder against delivery thereof and otherwise to act on behalf of the Selling Stockholder. (g) Insofar as it relates to the Selling Stockholder, each Preliminary Prospectus, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to, make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to each Closing Date, (i) the Registration Statement and the Prospectus, as they relate to the Selling Stockholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to the Selling Stockholder did or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (h) To the knowledge of the Selling Stockholder, the representations and warranties of the Company set forth in section 2 hereof are true and correct. (i) The information contained in the Selling Stockholder's Selling Stockholders' Questionnaire completed in connection with the Company's public offering and delivered to the Representatives was, as of the date of such questionnaire, and is, as of the date of this Agreement, true and correct. A certificate signed by or on behalf of the Selling Stockholder as such and delivered to the Underwriters Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered thereby. The A certificate delivered by or on behalf of the Selling Stockholder has a reasonable basis to counsel for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of enabling such counsel to render the opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters and shall be deemed to be delivered pursuant additional representations and warranties to Section 8(b) hereof, counsel to the Underwriters by the Selling Stockholder and counsel as to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancematters covered thereby.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement has been duly authorizedsuch Selling Stockholder now is and at the time of delivery of such Shares will be, executed and delivered by or on behalf the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the such Selling Stockholder pursuant to this AgreementAgreement and has and, at the time of delivery of such Securitiesthereof, 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 Securities in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) will have valid title to such Shares), (A) DTC shall be a “protected purchaser” and upon delivery of and payment for such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCShares, the Underwriters will acquire a valid title to such Shares free and clear of any claim, lien, encumbrance, security entitlement interest, restriction on transfer or other defect in respect title; (b) such Selling Stockholder has, and at the time of delivery of such Securities Shares will have, all requisite corporate power and capacity, and any approval required by law (C) no action based on any “adverse claim”, within other than those imposed by the meaning Act and the securities or blue sky laws of Section 8-102 of various jurisdictions in which the UCCShares are being offered by the Underwriters), to sell and deliver such Securities may be asserted against Shares in the Underwriters with respect to such security entitlement; for purposes manner provided in this Agreement; (c) this Agreement, the Power of this representationAttorney and the Custody Agreement among the Xxxxxxx & Xxxxxx LLC, as custodian, and the Selling Stockholder may assume that when such payment, delivery and crediting occur, (xthe "Custody Agreement") such Securities will have been registered in the name duly executed and delivered by such Selling Stockholder and each is a legal, valid and binding agreement of Cede or another nominee designated by DTC, in each case on the Company’s share registry such Selling Stockholder enforceable 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, exceptrespective terms, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as rights to indemnity and contribution hereunder may be required under the Securities Act, applicable state limited by securities or blue sky laws and from except as the FINRA enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and such other approvals as have been obtained on or prior to the date general principles of this Agreement.equity; (ed) All information furnished to when the Company Registration Statement becomes effective and at all times subsequent thereto through the latest of the time of purchase, additional time of purchase or the Underwriters by or on behalf termination of the offering of the Shares, the Registration Statement and Prospectus, and any supplements or amendments thereto as they relate to such Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein, in light of the circumstances under which they were made, not misleading, it being understood ; (e) such Selling Stockholder has duly and agreed that irrevocably authorized the only such information consists Representative of the information Selling Stockholder, on behalf of such Selling Stockholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with respect the transactions contemplated hereby and to deliver the Shares to be sold by such Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).receive payment therefor pursuant hereto; and (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of such Selling Stockholder's Shares pursuant to this Agreement is not prompted by any material information concerning the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and Company which is not set forth in the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with each of the Underwriters as followsthat: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]The execution and delivery by the Selling Stockholder of, and the performance by Selling Stockholder of its obligations under, this Agreement, will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation, by-laws or other comparable governing or constituent documents of the Selling Stockholder, (iii) any agreement or other instrument binding upon the Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder, except in the case of clauses (i), (iii) and (iv) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to 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 the Selling Stockholder of its obligations under this Agreement, except such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act 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. (c) The Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder 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 Stockholder or a security entitlement in respect of such Shares. (d) [Reserved] (e) Upon payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesShares, 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 Securities Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters 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 Securities 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 Securities Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (df) [Reserved] (i) The execution and delivery by the Selling Stockholder ofRegistration Statement with File No. 333-249870, and the performance by the Selling Stockholder of its obligations underwhen it became effective, this Agreementdid not contain and, as amended or supplemented, if applicable, will not contravene or conflict withcontain, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement as of the Selling Stockholderdate 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) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision Time of applicable law or any judgmentSale Prospectus does not, order, decree or regulation applicable to and at the Selling Stockholder time of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case each sale of the foregoing clauses (ii) and (iii) as would not, individually or Shares in connection with the aggregate, reasonably be expected offering when the Prospectus is not yet available to materially impact prospective purchasers at the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration StatementClosing Date, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did notProspectus, as of then amended or supplemented by the Applicable TimeCompany, and on the Closing Date if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, will not contain, as of its date, at the Closing Date, 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(g) do not apply to statements or omissions in the Registration Statement with File No. 333-249870, 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 the Representative expressly for use therein and are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement with File No. 333-249870, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such information Selling Stockholder consists of the name of such Selling Stockholder, the number of offered shares, the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Registration Statement with File No. 333-249870, Time of Sale Prospectus, and the Prospectus in the table (and corresponding footnotes) under the caption “Selling Stockholder” (with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such informationStockholder, the “Selling Stockholder Information”). (fi) Prior The Selling Stockholder, or, to the completion knowledge of such Selling Stockholder, any director, officer, employee, agent, controlled affiliate or representative of the Underwriters’ distribution Selling Stockholder, 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 Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale subject of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the ProspectusSanctions. (gii) The Selling Stockholder has not taken and will not takenot, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any action 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 is designed to or that has constituted or that might reasonably be expected to cause or will result in stabilization a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceotherwise).

Representations and Warranties of the Selling Stockholder. The Selling Stockholder representsrepresents and warrants to, warrants and covenants to agrees with, the Underwriters as followsthat: (a) This The Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has been duly authorizedgood, executed valid and delivered marketable title to the Shares to be sold by it pursuant to this Agreement, and at the time of delivery of such Shares, such Shares will be free and clear of all liens, encumbrances, adverse claims, security interests, restrictions on transfer, stockholders' agreements, voting trusts, options and other defects in title whatsoever, and the Selling Stockholder will have full power to deliver such Shares hereunder, and, upon the delivery of and payment for such Shares as herein contemplated, each of the Underwriters will receive good, valid and marketable title to the Shares purchased by it from the Selling Stockholder, free and clear of all liens, encumbrances, adverse claims, security interests, restrictions on transfer, stockholders' agreements, voting trusts, options and other defects in title whatsoever created by or on behalf of relating to the Selling Stockholder. (b) [Reserved]The Selling Stockholder has, and will have at the time of delivery of the Shares to be sold by it, full legal right, power, authority and capacity, and, except as required under the Securities Act and state securities and Blue Sky laws, all necessary consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, as are required for the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the sale, assignment, transfer and delivery of the Shares to be sold, assigned, transferred and delivered by the Selling Stockholder hereunder. (c) Upon payment for the Securities to be sold This Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder pursuant to this Agreement, delivery of such Securities, as directed by and is the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee valid and the crediting of such Shares on the books of DTC to the securities account binding obligation of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)Selling Stockholder, (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted enforceable against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCterms. (d) The execution execution, delivery and delivery performance of this Agreement by the Selling Stockholder, the offering and sale of the Firm Shares being sold by the Selling Stockholder of, hereunder and the performance by consummation of the Selling Stockholder of its obligations under, this Agreement, transactions contemplated hereby and thereby will not contravene violate, conflict with or conflict with, result in constitute a breach of any of the terms and provisions of, or constitute a default (or, or an event which with the giving of notice or lapse of time, or both, would be in constitute a default) or require consent under, or require result in the consent creation or imposition of any other party lien, charge or encumbrance upon any properties or assets of the Selling Stockholder, or result in an acceleration of any indebtedness of the Selling Stockholder, pursuant to (i) the limited partnership agreement articles of incorporation or bylaws or comparable organizational documents of the Selling Stockholder, (ii) any bond, debenture, note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which it is bound or under which it is entitled to any right they or benefit their respective properties or assets are or may be bound, (iii) any provision of applicable law or any judgmentstatute, order, decree rule or regulation applicable to the Selling Stockholder or any of its subsidiaries or any of its or their properties or assets or (iv) any judgment, order or decree of any court, regulatory body, administrative agency, court or governmental body agency or arbitrator authority having jurisdiction over the Selling Stockholder, except, in the case Stockholder or any of the foregoing clauses (ii) and (iii) as would not, individually its subsidiaries or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform any of its obligations under this Agreementor their properties or assets. No consent, approval, authorization authorization, order, registration, filing, qualification, license or other order of, permit of or registration or filing with, with (i) any court or any governmental agency or authority having jurisdiction over the Selling Stockholder or any of its subsidiaries or any of its or their properties or assets or (ii) any other governmental authority or agency, person is required for (A) the consummation execution, delivery and performance by the Selling Stockholder of this Agreement, (B) the sale and delivery of the Shares to be sold and delivered by the Selling Stockholder hereunder and the consummation of the transactions contemplated in this Agreementhereby, except such as have been obtained under the Securities Act and from Nasdaq and such consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits as may be required under the Securities Act, applicable state securities or blue sky Blue Sky laws in connection with the purchase and from distribution of the FINRA Shares by the Underwriters and such other consents or approvals as which have been obtained on or prior to the date of this Agreementobtained. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectlyindirectly (i) taken (other than through the actions, if any, of the Underwriters) any action that is designed to or that has constituted to, or that might reasonably be expected to to, cause or result in or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any Shares or (ii) since the filing of the Preliminary Prospectus (A) sold, bid for, purchased or paid any person any compensation for soliciting purchases of shares of Common Stock or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. (f) The Selling Stockholder (i) does not directly or indirectly have any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Underwriters pursuant to this Agreement, and (ii) does not directly or indirectly own any warrants, options or similar rights to acquire, and does not directly or indirectly have any right or arrangement to acquire, any capital stock, rights, warrants, options or other securities from the Company. (g) The Selling Stockholder does not directly or indirectly possess any registration rights with respect to any securities of the Company. (h) The information in the Registration Statement under the caption "Principal and Selling Stockholders" which specifically relates to the Selling Stockholder does not, and will not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) If there is any change in the information referred to in Section 2(k) from the first business day after the date of this Agreement and from time to time thereafter for such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, the Selling Stockholder will immediately notify the Underwriters of such change. (j) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Code with respect to the transactions herein contemplated, the Selling Stockholder will deliver to the Underwriters prior to or on the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (k) Each certificate signed by any officer or on behalf other representative of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by such the Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making acknowledges that each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion opinions to be delivered to the Underwriters pursuant to Section 8(b) 8 hereof, counsel to the Selling Stockholder Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness truth of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants to and covenants to agrees with each of the Underwriters as followsthat: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved]The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws of the Selling Stockholder (if such Selling Stockholder is a corporation), or (iii) any agreement or other instrument binding upon the Selling Stockholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder, except in the case of (i) and (iii), as would not, individually or in the aggregate, reasonably be expected to impair the Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect; no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Securities Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such SecuritiesShares, 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 Securities the Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters 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 Securities 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 Securities Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (de) The execution and delivery by the Selling Stockholder ofhas 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, and the performance by the Selling Stockholder of its obligations underwhen it became effective, this Agreementdid not contain and, as amended or supplemented, if applicable, will not contravene contain any untrue statement of a material fact or conflict with, result in omit to state a breach of, material fact required to be stated therein or constitute a default (or, with necessary to make the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership agreement of the Selling Stockholderstatements therein not misleading, (ii) any other agreement the Registration Statement and the Prospectus comply and, as amended or instrument to which supplemented, if applicable, will comply in all material respects with the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) any provision the Time of applicable law or any judgmentSale Prospectus does not, order, decree or regulation applicable to and at the Selling Stockholder time of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case each sale of the foregoing clauses Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (ii) and (iii) as would not, individually or defined in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration StatementSection 5), the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did notProspectus, as of then amended or supplemented by the Applicable TimeCompany, and on the Closing Date if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each investor presentation, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the representations and warranties set forth in this paragraph apply only to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder in writing expressly for use therein; provided, further, that it being understood and is agreed that the only such information furnished by the Selling Stockholder to the Company consists only of (A) the legal name, address and the number of Shares owned by the Selling Stockholder before and after the offering, and (B) the other information with respect to the such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and or the Prospectus (such information, the “Selling Stockholder Information”). (fg) Prior to the completion of the Underwriters’ distribution of the Securities, (i) Neither the Selling Stockholder has not distributed and will not distribute nor, to the knowledge of the Selling Stockholder, any offering material in connection director, officer, employee, agent, representative, or affiliate thereof, other than any director, officer, employee, agent, representative, or affiliate thereof of the Company or any portfolio company under common control with the offering Selling Stockholder, is a Person that is, or is owned or controlled, directly or indirectly, 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 sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the ProspectusSyria). (gii) The Selling Stockholder 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) Neither the Selling Stockholder nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent, representative, or affiliate thereof, other than any director, officer, employee, agent, representative, or affiliate thereof of the Company or any portfolio company under common control with the Selling Stockholder, has knowingly engaged in, is now knowingly engaged in, and will 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) The Selling Stockholder has not taken and will not taketake 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 action that is Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Stockholder has conducted its businesses in compliance with applicable anti-corruption laws and the investment advisor advising the Selling Stockholder has instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) the Selling Stockholder will not use, directly or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf applicable anti-corruption laws. (v) The operations of the Selling Stockholder are and delivered have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder with respect to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder Anti-Money Laundering Laws is pending or, to the Underwriters as to best knowledge of the matters covered thereby. Selling Stockholder, threatened. (h) The Selling Stockholder has a reasonable basis for making each represents and warrants that it is not (i) an employee benefit plan subject to Title I of the representations set forth in this Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes 4975 of the opinion Internal Revenue Code of 1986, as amended or (iii) an entity deemed to be delivered pursuant to hold “plan assets” of any such plan or account under Section 8(b3(42) hereofof ERISA, counsel to the Selling Stockholder and counsel to the Underwriters29 C.F.R. 2510.3-101, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceor otherwise.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement the Selling Stockholder has been duly authorizedincorporated and is validly existing as a corporation in good standing under the laws of Taiwan, executed with corporate power and delivered by or on behalf of the Selling Stockholder.authority to own, lease and operate its properties and conduct its business in Taiwan; (b) [Reserved]. (c) Upon payment for the Securities Selling Stockholder now is and at the time of delivery of the Shares will be, the lawful owner of the number of Shares to be sold by the Selling Stockholder pursuant to this AgreementAgreement and has and, at the time of delivery of such Securitiesthereof, 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 Securities in the name of Cede or such other nominee will have valid and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) marketable title to such Shares), (A) DTC shall be a “protected purchaser” and upon delivery of and payment for such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCShares, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, marketable title to such Securities may be asserted against the Underwriters with respect to such Shares free and clear of any claim, lien, encumbrance, security entitlement; for purposes of this representationinterest, community property right, restriction on transfer or other defect in title; (c) the Selling Stockholder may assume that when has and at the time of delivery of such paymentShares will have, delivery full legal right, power and crediting occurcapacity, and any approval required by law (xother than those imposed by the Act and the securities or blue sky laws of certain jurisdictions), to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement; (d) such Securities will this Agreement, the Power of Attorney, and the Custody Agreement among Continental Stock Transfer & Trust Company, as custodian, and the Selling Stockholder (the “Custody Agreement”) have been registered duly authorized, executed and delivered by the Selling Stockholder and each is a legal, valid and binding agreement of the Selling Stockholder enforceable in accordance with its terms; (e) when the name Registration Statement becomes effective and at all times subsequent thereto through the latest of Cede the time of purchase, additional time of purchase or another nominee designated by DTCthe termination of the offering of the Shares, the Registration Statement and Prospectus, and any supplements or amendments thereto, in each case on as they relate to the Company’s share registry in accordance with its certificate Selling Stockholder will not contain an untrue statement of incorporation, bylaws a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the Selling Stockholder has duly and applicable law, (y) DTC will be registered as a “clearing corporation” within irrevocably authorized the meaning of Section 8-102 Representatives of the UCC and (z) appropriate entry to the account Selling Stockholder, on behalf of the Underwriters on Selling Stockholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the records of DTC will have been made pursuant transactions contemplated thereby and to deliver the UCC. (d) The execution and delivery Shares to be sold by the Selling Stockholder ofand receive payment therefor pursuant hereto; (g) the sale of the Selling Stockholder’s Shares pursuant to this Agreement is not prompted by any information concerning the Company which is not set forth in the Prospectus; (h) the execution, delivery and performance of this Agreement by or on behalf of the performance Selling Stockholder, the sale of the Shares to be sold by the Selling Stockholder pursuant to this Agreement and the consummation of its obligations under, this Agreement, the transactions contemplated hereby will not contravene or conflict with, result in a any breach of, or violation of or constitute a default under (ornor constitute any event which with notice, with the giving of notice or lapse of time, time or both would be result in default) any breach of or constitute a default under, or require the consent of any other party to (i) the limited partnership agreement organizational documents of the Selling Stockholder, (ii) or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is the Selling Stockholder or any property or assets of the Selling Stockholder may be bound or under which it is entitled to any right affected, or benefit federal, state, local or (iii) any provision of applicable law foreign law, regulation or rule, or any judgmentdecree, order, decree judgment or regulation order applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over Stockholder; (i) neither the Selling Stockholder, except, in Stockholder nor any of its properties or assets has any immunity from the case jurisdiction of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority from any legal process (whether through service or agencynotice, is required for attachment prior to judgment, attachment in and aid of execution or otherwise) under the consummation by the Selling Stockholder laws of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities State of New York or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.Taiwan; and (ej) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in in, or which has constituted under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followsUnderwriter that: (a) This Agreement has been duly authorized, executed the Selling Stockholder is and delivered by or on behalf at the time of purchase will be the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the Selling Stockholder and the Selling Stockholder has and at the time of purchase will have valid and marketable title to the Shares to be sold by the Selling Stockholder, and upon delivery of and payment for any Shares, the Underwriter will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (b) the Selling Stockholder has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Mxxxxxxx Islands; the Selling Stockholder has and at the time of purchase will have full legal right, power and capacity, and all authorizations and approvals required by law (other than those imposed by the Act and state securities or blue sky laws), (i) to enter into this Agreement, (ii) to sell, assign, transfer and deliver the Shares pursuant to this Agreement, delivery of such Securities, 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 Securities Agreement in the name of Cede or such other nominee manner provided in this Agreement and the crediting of such Shares on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)iii) to such Shares)make the representations, (A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities warranties and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities 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 entry to the account of the Underwriters on the records of DTC will have been agreements made pursuant to the UCC. (d) The execution and delivery by the Selling Stockholder of, herein; (c) this Agreement has been duly executed and the performance delivered by the Selling Stockholder of its obligations underand is a legal, this Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership valid and binding agreement of the Selling Stockholder, enforceable in accordance with its terms; (iid) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable all information with respect to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement. (e) All information furnished to the Company or the Underwriters by or on behalf of the Selling Stockholder in writing expressly for use included in the Registration Statement, the Time of Sale any Preliminary Prospectus or the Prospectus iscomplied and will comply with all applicable provisions of the Act; the Registration Statement, and on as it relates to the Closing Date will beSelling Stockholder, true, correct and complete in all material respects, and did not, as of the Applicable Effective Time, and on the Closing Date will not, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading; each Preliminary Prospectus and any amendment or supplement thereto, as of its date and the date it being understood was filed with the Commission, and agreed that the only such information consists Pricing Prospectus, as of the information with respect Applicable Time, in each case as it relates to the Selling Stockholder and when read together with the then issued Issuer Free Writing Prospectuses, if any, and the information included in Schedule B hereto, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the caption “Principal Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, as the Prospectus relates to the Selling Stockholder, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus, as such Issuer Free Writing Prospectus relates to the Selling Stockholder and when read together with the Pricing Prospectus, any other Issuer Free Writing Prospectuses then issued and the information included on Schedule B hereto, as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (e) the sale of the Shares by the Selling Stockholders” Stockholder pursuant to this Agreement is not prompted by any material information concerning the Company or any Subsidiary which is not set forth in the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus (such information, the “Selling Stockholder Information”).Prospectus; (f) Prior to the completion of the Underwriters’ distribution of the Securities, neither the Selling Stockholder nor any of its affiliates has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus. (g) The Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action that is designed to to, or that which has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed ; (g) to the Selling Stockholder’s knowledge, there are no affiliations or associations between any member of the NASD and the Selling Stockholder, except as set forth in the Registration Statement, the Pricing Prospectus and the Prospectus; and none of the proceeds received by the Selling Stockholder from the sale of the Shares to be sold by the Selling Stockholder pursuant to this Agreement will be paid to a member of the NASD or any affiliate of such member; (h) at the time of purchase, all stock transfer or other taxes (other than income taxes), if any, that are required to be paid in connection with the sale and transfer of the Shares to the Underwriter will be fully paid or provided for by the Selling Stockholder, and all laws imposing such taxes will be fully complied with; (i) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, court, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE) is required in connection with the sale of the Shares by the Selling Stockholder pursuant to this Agreement or the consummation by the Selling Stockholder of the transactions contemplated hereby, other than registration of such Shares under the Act, which has been effected (or, with respect to a Rule 462(b) Registration Statement, will be effected in accordance herewith), any necessary qualification under the securities or blue sky laws of the various jurisdictions in which such Shares are being offered by the Underwriter or under the rules and regulations of the NASD and such approvals, authorizations, consents, orders or filings that have been obtained or made and are in full force and effect; (j) the Selling Stockholder has not offered or sold any Shares by means of any “prospectus” (within the meaning of the Act), or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the then most recent Preliminary Prospectus; (k) the execution, delivery and performance of this Agreement, the sale by the Selling Stockholder of the Shares pursuant to this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (or constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) (i) the charter or bylaws of the Selling Stockholder, (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties may be bound or affected, (iii) any federal, state, local or foreign law, regulation or rule, (iv) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE) or (v) any decree, judgment or order applicable to the Selling Stockholder or its properties, except in the case of the foregoing clauses (ii), (iii), (iv) and (v) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby; (l) no stamp duty, stock exchange tax, value-added tax, withholding tax or any other similar duty or tax is payable by or on behalf of the Underwriter in the United States or the Mxxxxxxx Islands or any political subdivision thereof or any authority thereof having power to tax in connection with the execution, delivery or performance of this Agreement by the Selling Stockholder or the sale or delivery of the Shares by the Selling Stockholder to or for the account of the Underwriter or the resales of the Shares by the Underwriter to the initial purchasers thereof; and (m) certificates in negotiable form representing all of the Shares to be sold by the Selling Stockholder hereunder have been or will be at the applicable time of payment duly and properly endorsed in blank for transfer, accompanied by all documents, including stock powers, duly and properly executed that are necessary to validate the transfer of title to such Shares to the Underwriter, free of any legend, restriction on transferability, proxy, lien or claim whatsoever. In addition, any certificate signed by any officer of the Selling Stockholder or any of the Selling Stockholder’s affiliates or by the Selling Stockholder and delivered to the Underwriters Underwriter or to counsel for the Underwriters Underwriter in connection with the offering of the Shares shall be deemed to be a representation and warranty by such the Selling Stockholder to the Underwriters Stockholder, as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 2. The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 8(b) hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceUnderwriter.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents, represents and warrants and covenants to the Underwriters as followseach Underwriter that: (a) This Agreement has been duly authorizedthe Selling Stockholder now is, executed and delivered by at the time of delivery of such Shares (whether the time of purchase or on behalf additional time of purchase, as the case may be) will be, the lawful owner of the Selling Stockholder. (b) [Reserved]. (c) Upon payment for the Securities number of Shares to be sold by the Selling Stockholder pursuant to this AgreementAgreement and has, and at the time of delivery of such Securitiesthereof will have, 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 Securities in the name of Cede or such other nominee valid and the crediting of such Shares on the books of DTC unencumbered title to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice Shares. The Selling Stockholder is not aware of any adverse claim (to the Shares within the meaning of Section 8-105 102(a)(1) of the New York Uniform Commercial Code as in effect on the date hereof in the State of Illinois (the “UCC”). Assuming no Underwriter has notice of any adverse claims with respect to the Shares to be sold by the Selling Stockholder hereunder, then, upon delivery of the certificate(s) evidencing such Shares indorsed to UBS or indorsed in blank by an effective indorsement in return for payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), UBS will acquire valid title to such Shares), certificates(s) (Aand the Shares represented thereby) DTC shall be a “protected purchaser” free of such Securities within the meaning of any adverse claim under Section 8-303 of the UCC; (b) the Selling Stockholder has been duly formed and is validly existing as a limited liability company, (B) in good standing under Section 8-501 the laws of the UCCState of Delaware, and has the limited liability company power and authority to execute and deliver this Agreement and the Custody Agreement and to sell and deliver the Shares to be sold by it as contemplated herein; (c) this Agreement and the Custody Agreement have been duly authorized, executed and delivered by the Selling Stockholder; (d) as of its date, the Underwriters will acquire a valid security entitlement in respect of such Securities Pre-Pricing Prospectus did not, and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 as of the UCCdate hereof, the Pre-Pricing Prospectus does not, contain an untrue statement of a material fact relating to such Securities may be asserted against the Underwriters with respect Selling Stockholder or omit to such security entitlementstate a material fact relating to the Selling Stockholder necessary to make the statements relating to the Selling Stockholder therein, in light of the circumstances under which they were made, not misleading; the Disclosure Package (the term Disclosure Package for purposes of this representationSection 4(d) being deemed not to include any Road Show) did not, at the date of each document that is part of the Disclosure Package, the Disclosure Package, does not, as of the date hereof, and the Disclosure Package will not, as of the time of sale (as defined under the Act) of the Shares, contain an untrue statement of a material fact relating to the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in or omit to state a material fact relating to the name of Cede or another nominee designated by DTCSelling Stockholder necessary to make the statements relating to the Selling Stockholder therein, 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 light of the UCC circumstances under which they were made, not misleading; the Registration Statement did not, as of the Effective Time, and (z) appropriate entry does not, and, as amended and supplemented, if applicable, will not, at the time of purchase and any additional time of purchase, contain an untrue statement of a material fact relating to the account Selling Stockholder or omit to state a material fact relating to the Selling Stockholder required to be stated therein or necessary to make the statements relating to the Selling Stockholder therein not misleading; the Prospectus, as amended or supplemented, as applicable, will not, as of its date and at the time of purchase, any additional time of purchase and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 472 under the Act) in connection with the sale of the Underwriters on the records Shares, contain an untrue statement of DTC will have been made pursuant a material fact relating to the UCC.Selling Stockholder or omit to state a material fact relating to the Selling Stockholder necessary to make the statements relating to the Selling Stockholder therein, in light of the circumstances under which they were made, not misleading; it is understood and agreed that the only such information relating to the Selling Stockholder in each of the Pre-Pricing Prospectus, the Disclosure Package, the Registration Statement and the Prospectus is that set forth on Exhibit F. (de) The the execution and delivery of this Agreement and the Custody Agreement by the Selling Stockholder ofStockholder, and the performance consummation by the Selling Stockholder of the transactions contemplated hereby and thereby and its obligations underperformance hereunder and thereunder, this Agreementincluding, without limitation, the sale of the Shares to be sold by the Selling Stockholder, will not contravene or conflict with, (i) result in a breach of, or constitute a default (or, with violation of the giving certificate of notice formation or lapse of time, would be in default) under, or require the consent of any other party to (i) the limited partnership liability company agreement of the Selling Stockholder, (ii) result in any breach or violation of, or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach of or constitute a default under), any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is or any of its properties may be bound or under which it is entitled to affected, except for any right breach, violation or benefit default that would not prevent consummation of the transactions contemplated hereby or (iii) contravene any provision of applicable law federal, state, local or foreign law, regulation or rule or any judgmentdecree, order, decree judgment or regulation order applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses ; (iif) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, no approval, authorization authorization, license, consent or other order of, or registration or filing with, any court federal, state, local or other foreign governmental or regulatory commission, board, body, court, authority or agency, agency is required for in connection with the sale of the Shares by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required hereby other than registration of the Shares under the Securities Act, applicable state which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Act, will be effected in accordance herewith), and any necessary qualification under the securities or blue sky laws and from of the FINRA and such other approvals as have been obtained on or prior to various jurisdictions in which the date of this Agreement. (e) All information furnished to the Company or Shares are being offered by the Underwriters by or on behalf under the rules and regulations of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “Selling Stockholder Information”). (f) Prior to the completion of the Underwriters’ distribution of the Securities, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule II and the Prospectus.NASD; (g) The neither the Selling Stockholder nor any of its directors, managers, members, officers, affiliates or controlling persons, has not taken and will not taketaken, directly or indirectly, any action that is designed to designed, or that has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. Any certificate signed by or on behalf ; (h) the sale of the Selling Stockholder Stockholder’s Shares pursuant to this Agreement is not prompted by any material information concerning the Company that is not set forth in the Registration statement (excluding the exhibits thereto), the Pre-Pricing Prospectus and delivered to the Underwriters or to counsel for Prospectus; and (i) the Underwriters shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby. The Selling Stockholder has a reasonable basis for making each not, prior to the execution of this Agreement, offered or sold any Shares by means of any “prospectus” (within the meaning of the representations set forth in this Section 2. The Selling Stockholder acknowledges that Act), or used any “prospectus” (within the Underwriters and, for purposes meaning of the opinion to be delivered pursuant to Section 8(bAct) hereof, counsel to in connection with the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness offer or sale of the foregoing representations and hereby consents to such relianceShares, in each case other than the Pre-Pricing Prospectus.