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

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each of the Underwriters as follows: (a) All information with respect to the Selling Stockholder included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus complied and will comply in all material respects with all applicable provisions of the Act; the Registration Statement, as it relates to the Selling Stockholder, 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; as of the Applicable Time, the Preliminary Prospectus, as then amended or supplemented, 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, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, 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 date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, as such Permitted Free Writing 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. The representations given in this clause (a) apply only to written information furnished to the Company by the Selling Stockholder specifically and expressly for use in the Registration Statement, Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that the only such information is that described in Section 9(b) herein. (b) 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 Preliminary Prospectus. (c) Neither the execution, delivery and performance of this Agreement or the Custody Agreement (as defined below) nor the sale by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby 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 certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, of the Selling Stockholder (ii) any agreement, lease, contract, indenture or other instrument or obligation to which the Selling Stockholder is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Selling Stockholder or any subsidiary, except in the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (d) No approval, consent, order or authorization, of any regulatory, administrative or other governmental body is required in connection with the execution and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws). (e) Neither the Selling Stockholder nor any of its affiliates has taken, directly or indirectly, any action designed to, or which has constituted or 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. (f) There are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) 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 the Selling Stockholder 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. (l) The Selling Stockholder will, prior to the Closing Date, place in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each of the Underwriters as followsthat: (a) All information with respect to the such Selling Stockholder included 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, 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 incorporated other defect in title; (b) such Selling Stockholder has and, at the time of delivery of the Shares to be sold by reference such Selling Stockholder pursuant to this Agreement, 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, blue sky laws, the NASD or the FCC), to (i) enter into this Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement in the Registration Statementmanner provided in this Agreement and (iii) make the representations, the Disclosure Package or the Prospectus complied warranties and will comply in all material respects with all applicable provisions of the Act; the Registration Statement, as it relates to agreements made by such Selling Stockholder herein; (c) this Agreement has been duly executed and delivered by the Selling Stockholder; (d) each 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 Effective Timestatements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement did not when it became effective, does not and, at the time of purchase, 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 not misleading; and the Prospectus will not, as of its date and at the Applicable Timetime of purchase, the Preliminary Prospectus, as then amended or supplemented, did not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, 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 date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, as such Permitted Free Writing 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. The representations given in this clause (a) apply only to written information furnished to the Company by the Selling Stockholder specifically and expressly for use in the Registration Statement, Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that the only such information is that described in Section 9(b) herein. (b) 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 Preliminary Prospectus. (c) Neither the execution, delivery and performance of this Agreement or the Custody Agreement (as defined below) nor the sale by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby 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 certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, of the Selling Stockholder (ii) any agreement, lease, contract, indenture or other instrument or obligation to which the Selling Stockholder is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Selling Stockholder or any subsidiary, except in the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (d) No approval, consent, order or authorization, of any regulatory, administrative or other governmental body is required in connection with the execution and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws). (e) Neither the Selling Stockholder nor any of its affiliates has taken, directly or indirectly, any action designed to, or which has constituted or 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.; (f) There are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) 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 the Selling Stockholder 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. (l) The Selling Stockholder will, prior to the Closing Date, place in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.;

Representations and Warranties of the Selling Stockholder. The Selling Stockholder hereby represents and warrants to each of to, and agrees with, the Underwriters as follows: (a) All information with respect to the Selling Stockholder included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus complied and will comply in all material respects with all applicable provisions of the Act; the Registration Statement, as it relates to the Selling Stockholder, did notthat, as of the Effective Date, the First Closing Date and each Option Closing Date (as defined below): (a) To the Knowledge of the Selling Stockholder (as defined below), the Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct. When representations or warranties in this Agreement are qualified to the “Knowledge of the Selling Stockholder,” they are given by the Selling Stockholder to the extent of and qualified in all respects by the facts actually known to any of the executive officers or directors of the Selling Stockholder, with an obligation of reasonable inquiry on the part of such executive officers and directors, prior to the date such representations or warranties are made. To the Knowledge of the Selling Stockholder, there is no material fact, condition or information not disclosed in the Registration Statement or the Pricing Prospectus that has had, or would reasonably be expected to have, a Material Adverse Effect. (b) Representatives of the Selling Stockholder have participated in conferences and telephone conversations with representatives of the Company, special intellectual property and regulatory counsel to the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and representatives of the Underwriters’ counsel, during which conferences and conversations the contents of the Registration Statement and the Pricing Prospectus and related matters were discussed. The Selling Stockholder has reviewed the Registration Statement and the Pricing Prospectus and to the Knowledge of the Selling Stockholder, there are no facts that would cause the Selling Stockholder to believe that (i) the Pricing Disclosure Package, as of the Applicable Time, contain an included any untrue statement of a material fact or omit omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) any Issuer Free Writing Prospectus listed on Schedule [ ] hereto conflicts with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of the Applicable Time, the and (iv) each Preliminary Prospectus, as then of its date, and the Prospectus, as amended or supplemented, did not include an as of its date and at all subsequent times through the First Closing Date and the Option Closing Date, contained or contains any untrue statement of a material fact or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, 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 date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, as such Permitted Free Writing 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. The representations given and warranties set forth in this clause (aSection 2(b) do not apply only to statements in, or omissions from, the Registration Statement, any 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, each Preliminary Prospectus or amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company through Xxxxxxxx Curhan Ford & Co. by or on behalf of any Underwriter expressly for inclusion therein. The Selling Stockholder is not prompted to sell the Shares to be sold by the Selling Stockholder specifically and expressly for use by any information concerning the Company which is not set forth in the Registration Statement, Prospectus Statement or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that the only such information is that described in Section 9(b) herein. (b) 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 Preliminary Prospectus. (c) Neither This Agreement has been duly authorized, executed and delivered by or on behalf of the executionSelling Stockholder and is a valid and binding agreement of the Selling Stockholder, delivery enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and performance except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of this Agreement creditors or the by general equitable principles. (d) The Custody Agreement (as defined below) nor the sale signed by the Selling Stockholder and the Company, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by the Selling Stockholder (the “Custody Agreement”) has been duly authorized, executed and delivered by the Selling Stockholder and is a valid and binding agreement of the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Selling Stockholder agrees that the Shares to be sold by the Selling Stockholder on deposit with the Custodian is subject to the interests of the Underwriters, 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 provided in this Agreement or in the Custody Agreement, by any act of the Selling Stockholder, by operation of law or by the occurrence of any other event. If any such other event should occur before the delivery of the Shares to be sold by the Selling Stockholder hereunder, the documents evidencing the Shares to be sold by the Selling Stockholder then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. (e) The Selling Stockholder is the lawful owner of the Shares to be sold by the Selling Stockholder hereunder and upon sale and delivery of, and payment for, such Shares, as provided herein, the Selling Stockholder will convey good and marketable title to such Shares, free and clear of all liens, encumbrances, equities and claims whatsoever. (f) The Selling Stockholder has, and on each Closing Date will have, good and valid title to all of the Shares which may be sold by the Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its charter or by-laws, to enter into this Agreement and its Custody Agreement, to sell, transfer and deliver all of the Shares which may be sold by the Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder. (g) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction and from the NASD in connection with the purchase and distribution of the Shares by the Underwriters and such other approvals as have been obtained. (h) Neither the sale of the Shares being sold by the Selling Stockholder nor the consummation of any other of the transactions herein contemplated hereby by the Selling Stockholder or thereby the fulfillment of the terms hereof by the Selling Stockholder will conflict with, result in any a breach or violation of of, or constitute a default under (any law or constitute the terms of 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 certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, of the Selling Stockholder (ii) any agreement, lease, contract, indenture or other agreement or instrument or obligation to which the Selling Stockholder is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ order or decree applicable to the Selling Stockholder or any subsidiarycourt or regulatory body, except in administrative agency, governmental body or arbitrator having jurisdiction over the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse EffectSelling Stockholder. (di) No approval, consent, order or authorization, of The Selling Stockholder does not have any regulatory, administrative registration or other governmental body is required similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in connection with the execution offering contemplated by this Agreement. (j) The Selling Stockholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company to the Underwriters pursuant to this Agreement; and delivery by the Selling Stockholder of this Agreement does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement and the Custody Agreement and the consummation Prospectus. (k) All information furnished by or on behalf of the transactions herein contemplated (except such additional steps as may be required by Selling Stockholder in writing expressly for use in the CommissionRegistration Statement and Prospectus is, FINRA and on each Closing Date will be, true, correct, and complete in all material respects, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or such additional steps as may be omit to state any material fact necessary to qualify make such information not misleading. The Selling Stockholder confirms as accurate the number of Shares for public offering by set forth opposite the Underwriters Selling Stockholder’s name in the Prospectus under state securities or Blue Sky lawsthe caption “Principal and Selling Stockholders” (both prior to and after giving effect to the sale of the Shares). (el) Neither the The Selling Stockholder nor any of its affiliates has takennot taken and will not take, directly or indirectly, any action designed to, to or 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 Common Stock to facilitate the sale or resale of the Shares. (fm) There are no affiliations transfer taxes or associations between other similar fees or charges under Federal law or the laws of any member of FINRA and the Selling Stockholderstate, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholderpolitical subdivision thereof, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) 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 execution and delivery of this Agreement or the sale by the Selling Stockholder of the Shares. (n) The Selling Stockholder has not distributed and transfer will not distribute, prior to the later of the Option Closing Date and the completion of the Underwriters’ distribution of the Shares, any offering material in connection with the offering and sale of the Shares by the Selling Stockholder other than a Preliminary Prospectus, the Prospectus or the Registration Statement. (o) Any certificate signed by an officer of the Selling Stockholder in his capacity as such and delivered to the Underwriters or Underwriters’ Counsel pursuant to this Agreement shall be sold deemed a representation and warranty by the Selling Stockholder 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. (l) The Selling Stockholder will, prior as to the Closing Date, place matters set forth in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.certificate

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to and agrees with each of the Underwriters as followsthat: (a) All information with respect to the Selling Stockholder included 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 incorporated other defect in title; and upon delivery of and payment for such Shares, the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (c) the Selling Stockholder has and, at the time of delivery of such Shares, will have full legal right, power and capacity, and any approval required by reference 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 such Selling Stockholder; (e) to such Selling Stockholder’s knowledge, (i) each part of the Registration Statement, the Disclosure Package or the Prospectus complied and will comply in all material respects with all applicable provisions of the Act; the Registration Statement, as it relates to the Selling Stockholder, did not, as of the Effective Time, contain an 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; as , (ii) at no time during the period that began on the earlier of the Applicable Time, date of any Prepricing Prospectus and the Preliminary date any such Prepricing Prospectus was filed with the Commission and continuing through the time of execution of this Agreement did any Prepricing Prospectus, as then amended or supplemented, together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) 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 time of purchase in connection with any sale of Shares did not 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, and as (iv) at no time during the period that begins on the date of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued such Permitted Free Writing Prospectuses, if any, Prospectus and continues through the time of the filing of the Prospectus with the Commission did not 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; at provided, however, that such Selling Stockholder makes no time during warranty or representation with respect to any statements or omissions contained in the period that begins on Registration Statement, any Prepricing Prospectus, the date of such Prospectus or any Permitted Free Writing Prospectus and ends at the time of purchase did or will based upon information relating to any Permitted Free Writing Prospectus, as such Permitted Free Writing 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. The representations given in this clause (a) apply only to written information Underwriter furnished to the Company by the Selling Stockholder specifically and such Underwriter through you expressly for use therein; (f) the information in the Registration Statement, any Prepricing Prospectus and Prospectus, and any supplements or Permitted Free Writing Prospectusesamendments thereto, as applicable, it being understood and agreed that the only relating to such information is that described in Section 9(b) herein. (b) The Selling Stockholder has notis true and accurate, prior does not omit any information with respect to the execution of this AgreementSelling Stockholder required to be contained therein or necessary to make the information therein not misleading, offered or sold any Shares by means of any “prospectus” (within and complied, when the meaning Registration Statement became effective, complies and will comply in all materials respects with the requirements 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 Preliminary Prospectus.; (cg) Neither the execution, delivery and performance of this Agreement or by the Custody Agreement (as defined below) nor Selling Stockholder, the sale of the Shares by the Selling Stockholder and the consummation by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby will not conflict with, result in any breach or violation of or constitute a default under (or nor 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 certificate charter or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement laws or other organizational documents, as applicable, documents of the Selling Stockholder or any of its subsidiaries, (ii) any agreement, lease, contract, indenture or other instrument or obligation to which the Selling Stockholder or any of its subsidiaries is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Selling Stockholder or any subsidiaryof its subsidiaries or any of the Selling Stockholder’s or any of its subsidiaries’ properties may be bound or affected, except 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 clauses clause (ii) and (iii), for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby; (dh) No no approval, consent, order or authorization, consent or order of or filing with any regulatoryfederal, administrative state or other local or foreign governmental body 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 execution and delivery 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 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), 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 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 (excluding the exhibits thereto), any Disclosure Package and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws).Prospectus; (ej) Neither the Selling Stockholder nor has not distributed and will not distribute any offering material in connection with the offering or sale of its affiliates the Shares other than the then most recent Prepricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus; (k) the Selling Stockholder has taken, directly or indirectly, not taken any action designed todesigned, or which has constituted or 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 (fl) There are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) At the time of purchase and each additional time of purchase, all stock transfer or other taxes (other than income taxes), if any, that ) 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 several Underwriters hereunder will be have been fully paid or provided for by the Selling Stockholder, Stockholder and all laws imposing such taxes will be have been fully complied with. (l) The . In addition, any certificate signed by such Selling Stockholder will, prior and delivered to the Closing Date, place Underwriters or counsel for the Underwriters in custody under connection with the offering of the Shares shall be deemed to be a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A.representation and warranty by such Selling Stockholder, as custodian (the “Custodian”)to matters covered thereby, for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereundereach Underwriter. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each of to, and agrees with, the Underwriters Underwriter as follows:set forth below in this Section 2. (a) All information with respect to On the Selling Stockholder included or incorporated by reference in Effective Date, the Registration StatementStatement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Disclosure Package or the Prospectus complied (and will any supplement thereto) will, comply in all material respects with all the applicable provisions requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement, as it relates to the Selling Stockholder, Statement did not, as of the Effective Time, not and will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and on the date of any filing pursuant to Rule 424(b) and on the Applicable TimeClosing Date and any Settlement Date, the Preliminary Prospectus, as then amended or supplemented, 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, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, Prospectus (together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, did supplement thereto) will not include an 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; at no time during provided that the period representations and warranties set forth in this paragraph 2(a) are limited 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 Disclosure Package or the Prospectus, as amended or supplemented, it being understood and agreed that begins on the date only such information furnished by the Selling Stockholder consists of such Permitted Free Writing the name and beneficial ownership information about the Selling Stockholder set forth in the “Selling Stockholder” section of the Prospectus included in the Registration Statement. (b) The Disclosure Package, does not, and ends at the time of purchase did or each sale of Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and on the Closing Date and any Settlement Date (together with any supplement thereto) will any Permitted Free Writing not, and the Prospectus, as such Permitted Free Writing Prospectus relates amended or supplemented, as of its date, at the date hereof, at the time of filing pursuant to Rule 424(b) and at the Selling Stockholder, include an Execution Time did not and will not contain 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. The representations given ; provided that the Selling Stockholder makes no representation or warranty with respect to any statements or omissions other than statements made in this clause (a) apply only reliance upon and in conformity with information relating to written information the Selling Stockholder furnished to the Company in writing by the Selling Stockholder specifically and expressly for use in the Registration Statement, Prospectus Disclosure Package or Permitted Free Writing Prospectusesthe Prospectus, as applicableamended or supplemented, it being understood and agreed that the only such information is that described furnished by the Selling Stockholder consists of the name and beneficial ownership information about the Selling Stockholder set forth in Section 9(b) hereinthe “Selling Stockholder” section of the Prospectus included in the Registration Statement. (bc) This Agreement has been duly authorized executed and delivered by or on behalf of the Selling Stockholder. (d) Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of (i) the (x) articles of formation, or (y) limited liability company agreement, of the Selling Stockholder, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Selling Stockholder is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Selling Stockholder or any of its properties, except, with respect to the foregoing clauses (ii) and (iii), as could not reasonably be expected to have (A) a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (B) a Material Adverse Effect. (e) Upon payment by the Underwriter for the Securities to be sold by the Selling Stockholder, delivery of such Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Securities in the name of Cede or such other nominee and the crediting of such Securities on the books of DTC to securities accounts of the Underwriter (assuming that neither DTC nor the Underwriter have notice of any adverse claim to such Securities (such notice being within the meaning of Section 8-105 of the UCC)), (i) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Securities and (iii) 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 Underwriter with respect to such security entitlement. For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Issuer’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC. (f) The Selling Stockholder has notnot taken and will not take, prior directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the execution price of this Agreementthe Securities. (g) No consent, offered approval, authorization, filing with or sold any Shares by means order of any court or governmental agency or body is required in connection with the transactions contemplated herein by the Selling Stockholder, 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 Disclosure Package and the Prospectus or when, if not obtained, would not have a Material Adverse Effect. (h) The Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (within the meaning of the Actas defined in Rule 405), or used and has not distributed any “prospectus” (within the meaning of the Act) written materials in connection with the offer or sale of the Shares, in each case other than the Preliminary ProspectusSecurities. (c) Neither the execution, delivery and performance of this Agreement or the Custody Agreement (as defined below) nor the sale by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby 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 certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, of the Selling Stockholder (ii) any agreement, lease, contract, indenture or other instrument or obligation to which the Selling Stockholder is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Selling Stockholder or any subsidiary, except in the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (d) No approval, consent, order or authorization, of any regulatory, administrative or other governmental body is required in connection with the execution and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws). (e) Neither the Selling Stockholder nor any of its affiliates has takendirectly, 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. (j) The Selling Stockholder will not, directly or indirectly, any action designed touse the proceeds of the offering of the Securities, or which has constituted lend, contribute or might reasonably be expected otherwise make available such proceeds to cause any subsidiary, joint venture partner or other person in any manner that will result in a violation of (i) Sanctions by, or could result in the stabilization imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or manipulation otherwise) or (ii) the Foreign Corrupt Practices Act of 1977 as amended, or the price of any security of the Company to facilitate the sale rules or resale of the Sharesregulations thereunder. (fk) There are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; none of the proceeds received by the The Selling Stockholder from is not prompted to sell the sale of the Shares Securities to be sold by the Selling Stockholder pursuant to this Agreement will be paid to a member of FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling Stockholder pursuant to this Agreement is not prompted hereunder by any information concerning the Company or any Subsidiary subsidiary of the Company which is not set forth in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and Disclosure Package or the Prospectus. (k) 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 the Selling Stockholder 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. (l) The Selling Stockholder will, prior to the Closing Date, place in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to and agrees with each of the Underwriters as followsthat: (a) All information with respect to To the knowledge of the Selling Stockholder included or incorporated by reference in Stockholder, each Preliminary Prospectus, at the Registration Statementtime of filing thereof, the Disclosure Package or the Prospectus complied and will comply in all material respects with all applicable provisions the requirements of the Act; Act and the Registration Statement, as it relates to last Preliminary Prospectus distributed in connection with the Selling Stockholder, 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 Effective Timestatements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complied when it became effective, complies and will comply, at the time of purchase and any additional time of purchase, in all material respects with the requirements of the Act and the Prospectus will comply, as of its date and at the time of purchase and any additional times of purchase, in all material respects with the requirements of the Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed; the conditions to the use of Form S-2 have been satisfied; 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; misleading and the Prospectus will not, as of its date and at the Applicable Timetime of purchase and any additional time of purchase, the Preliminary Prospectus, as then amended or supplemented, did not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Selling Stockholder makes no warranty or representation with respect to any statement contained in the last Preliminary Prospectus, the Registration Statement or the Prospectus in reliance upon and as in conformity with information concerning an Underwriter and furnished in writing by or on behalf of such Underwriter through you to the Applicable Time Company or the Selling Stockholder expressly for use in the last Preliminary Prospectus, the Registration Statement or the Prospectus; the documents incorporated by reference in the Preliminary Prospectus, as then amended the Registration Statement and the Prospectus, at the time they became effective or supplementedwere filed with the Commission, together complied in all material respects with any combination of one or more the requirements of the then-issued Permitted Free Writing Prospectuses, if any, Exchange Act and did not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during and the period that begins on Selling Stockholder has not distributed and will not distribute any offering material in connection with the date offering or sale of such Permitted Free Writing the Shares other than the Registration Statement, the then most recent Preliminary Prospectus and ends at the Prospectus; (b) Prior to the time of purchase did or purchase, the Selling Stockholder and CUSH will any Permitted Free Writing have executed, delivered, and entered into the Recapitalization Agreements, in the form previously provided to the Underwriters, and each of the transactions contemplated therein shall have been duly and validly authorized and consummated as described in the Registration Statement and the Prospectus, as such Permitted Free Writing Prospectus relates including but not limited to (i) the transfer to the Selling Stockholder of $_____________ that is owed to the Company by Atari Interactive, Inc. and $___ that is owed to the Company by Atari Australia, Ltd. in satisfaction of an equal amount of the Company's indebtedness 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. The representations given in this clause (a) apply only to written information furnished to the Company by the Selling Stockholder specifically and expressly for use in the Registration Statement, Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that the only such information is that described in Section 9(b) herein. (b) 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 Preliminary Prospectus. (c) Neither the execution, delivery and performance of this Agreement or the Custody Agreement (as defined below) nor the sale by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby 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 certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, of the Selling Stockholder (ii) any agreement, lease, contract, indenture or other instrument or obligation to which the Selling Stockholder is a party or issuance by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ or decree applicable the Company to the Selling Stockholder or any subsidiaryand CUSH of an aggregate of ____________ shares of the Company's Common Stock, except valued at the public offering price stated on the cover page of the prospectus, in satisfaction of the case remaining $____________ of clauses (ii) the Company's aggregate indebtedness to the Selling Stockholder and CUSH, and (iii)) the extension of the license to the Company of the "Atari" name and Atari logo, for such violations or defaults as would not, individually or provided in the aggregateLicense Extension Agreement, have a Material Adverse Effect. (d) No approval, consent, order or authorization, of any regulatory, administrative or other governmental body is required in connection with the execution accordance therewith and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws). (e) Neither the Selling Stockholder nor any of its affiliates has taken, directly or indirectly, any action designed to, or which has constituted or 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. (f) There are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed described in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) 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 the Selling Stockholder 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. (l) The Selling Stockholder will, prior to the Closing Date, place in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.;

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each of the Underwriters as followsUnderwriter that: (a) All information The Selling Stockholder is and at the time of delivery of the Shares as contemplated by this Agreement will be the lawful owner of the Shares and, at the time of delivery thereof, will have good and marketable title to the Shares, and upon delivery of and payment for the Shares in accordance with respect this Agreement, the Underwriters will acquire good and marketable title to the Shares, free and clear of any claim, lien, encumbrance, security interest, restriction on transfer or other defect in title. (b) The Selling Stockholder has and at the time of delivery of the Shares will have all requisite power and authority to sell, assign, transfer and deliver the Shares in the manner provided in this Agreement. (c) This Agreement has been duly authorized, executed and delivered by the Selling Stockholder included or incorporated and Xxxxxxx PLC ("Xxxxxxx"). (d) The sale of the Shares by reference the Selling Stockholder pursuant hereto is not prompted by any material and adverse information concerning the Company that is not described in the Registration Statement, the Disclosure Package or the Prospectus complied and will comply in all material respects with all applicable provisions of the ActProspectus; the Registration Statement, as it relates to the Selling Stockholder's knowledge, did notneither the Registration Statement nor any supplement or amendment thereto, as of at the Effective Time, at the time of purchase or at the additional time of purchase, contained or will contain an any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of , and neither the Applicable Prospectus nor any supplement or amendment thereto, at the Effective Time, at the Preliminary Prospectustime of purchase or at the additional time of purchase, as then amended contained or supplemented, did not include an will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, 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 provided, however, 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, as such Permitted Free Writing Prospectus relates to the Selling Stockholder, include an untrue Stockholder makes no representation or warranty with respect to any statement of a material fact or omit to state a material fact necessary in order to make the statements therein, contained in the light Registration Statement or the Prospectus in reliance upon and in conformity with information concerning the Underwriters furnished in writing by or on behalf of any Underwriter through the circumstances under which they were made, not misleading. The representations given in this clause (a) apply only to written information furnished Underwriters to the Company by the Selling Stockholder specifically and expressly for use in the Registration Statement, Statement or the Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that set forth in the only such information is that described in Section 9(b) hereinthird paragraph of the section of the Registration Statement and the Prospectus entitled "Underwriting." (be) 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 Preliminary Prospectus. (c) Neither the execution, delivery and performance of this Agreement or the Custody Agreement (as defined below) nor the sale by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby and the fulfillment of the terms hereof will not conflict with, or result in any breach or violation of or constitute a default under (or nor constitute any event which with notice, lapse of time or both would result in any constitute a breach or violation of or constitute a default under) ), (i) the certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, Articles of the Selling Stockholder Stockholder, (ii) any agreementprovision of any license, indenture, lease, contractmortgage, indenture deed of trust, bank loan or credit agreement or any other material agreement or instrument or obligation to which the Selling Stockholder is a party or by which it, the Selling Stockholder or any of its properties, is boundproperties may be bound or affected, (iii) any lawfederal, orderstate, rule local or foreign law or regulation judgmentor (iv) any decree, order, writ judgment or decree applicable to order binding on the Selling Stockholder or any subsidiaryexcept, except in the case of with respect to clauses (ii), (iii) and (iiiiv), for such violations conflicts, breaches or defaults as that would not, individually not materially impair or in delay the aggregate, have a Material Adverse Effectability of the Selling Stockholder to consummate the transactions contemplated by this Agreement. (d) No approval, consent, order or authorization, of any regulatory, administrative or other governmental body is required in connection with the execution and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws). (ef) Neither the Selling Stockholder nor any of its officers, directors or affiliates (within the meaning of the Act) has taken, directly or indirectly, any action designed toto stabilize or manipulate the price of the Common Stock, or which has constituted or which might in the future reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company Common Stock, to facilitate the sale or resale of the Shares. (f) There are no affiliations Shares or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such memberotherwise. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, will have valid title to, or Shares do not constitute a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code, "United States real property interest" as defined in respect of, the Shares to be delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) 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 the Selling Stockholder 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. (l) The Selling Stockholder will, prior to the Closing Date, place in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwisesection 897(c)(1).

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to and agrees with each of the Underwriters as followsthat: (a) All information with respect to the Selling Stockholder included 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 incorporated other defect in title; and upon delivery of and payment for such Shares, the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (c) the Selling Stockholder has and, at the time of delivery of such Shares, will have full legal right, power and capacity, and any approval required by reference law, to sell, assign, transfer and deliver such Shares in the Registration Statementmanner provided in this Agreement; (d) this Agreement has been duly authorized, the Disclosure Package or the Prospectus complied executed and will comply in all material respects with all applicable provisions delivered by such Selling Stockholder; (e) to such Selling Stockholder’s knowledge, (i) each part of the Act; the Registration Statement, as it relates to the Selling StockholderStatements, did not, as of the Effective Time, contain an 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; as , (ii) at no time during the period that began on the earlier of the Applicable Time, date of such Prepricing Prospectus and the Preliminary date such Prepricing Prospectus was filed with the Commission and continuing through the time of execution of this Agreement did any Prepricing Prospectus, as then amended or supplemented, together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) 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 latest additional time of purchase, if any, in connection with any sale of Shares did not 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, and as (iv) at no time during the period that begins on the date of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued such Permitted Free Writing Prospectuses, if any, Prospectus and continues through the time of the filing of the Prospectus with the Commission did not 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; at provided, however, that such Selling Stockholder makes no time during warranty or representation with respect to any statements or omissions contained in the period that begins on Registration Statements, any Prepricing Prospectus, the date of such Prospectus or any Permitted Free Writing Prospectus and ends at the time of purchase did or will based upon information relating to any Permitted Free Writing Prospectus, as such Permitted Free Writing 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. The representations given in this clause (a) apply only to written information Underwriter furnished to the Company by such Underwriter through you expressly for use therein; (f) the information in the Registration Statements, each Prepricing Prospectus and Prospectus, and any supplements or amendments thereto, relating to such Selling Stockholder is true and accurate, does not omit any information with respect to the Selling Stockholder specifically required to be contained therein or necessary to make the information therein not misleading, and expressly for use in complied, when the Registration StatementStatements became effective, Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood complies and agreed that will comply in all materials respects with the only such information is that described in Section 9(b) herein. (b) 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 requirements 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 Preliminary Prospectus.; (cg) Neither the execution, delivery and performance of this Agreement or by the Custody Agreement (as defined below) nor Selling Stockholder, the sale of the Shares by the Selling Stockholder and the consummation by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby will not conflict with, result in any breach or violation of or constitute a default under (or nor 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 certificate charter or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement laws or other organizational documents, as applicable, documents of the Selling Stockholder or any of its subsidiaries, (ii) any agreement, lease, contract, indenture or other instrument or obligation to which the Selling Stockholder or any of its subsidiaries is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Selling Stockholder or any subsidiaryof its subsidiaries or any of the Selling Stockholder’s or any of its subsidiaries’ properties may be bound or affected, except 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 clauses clause (ii) and (iii), for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby; (dh) No no approval, consent, order or authorization, consent or order of or filing with any regulatoryfederal, administrative state or other local or foreign governmental body 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 execution and delivery 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 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), 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 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 (excluding the exhibits thereto), any Disclosure Package and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws).Prospectus; (ej) Neither the Selling Stockholder nor has not distributed and will not distribute any offering material in connection with the offering or sale of its affiliates the Shares other than the then most recent Prepricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus; (k) the Selling Stockholder has taken, directly or indirectly, not taken any action designed todesigned, or which has constituted or 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 (fl) There are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) At the time of purchase and each additional time of purchase, all stock transfer or other taxes (other than income taxes), if any, that ) 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 several Underwriters hereunder will be have been fully paid or provided for by the Selling Stockholder, Stockholder and all laws imposing such taxes will be have been fully complied with. (l) The . In addition, any certificate signed by such Selling Stockholder will, prior and delivered to the Closing Date, place Underwriters or counsel for the Underwriters in custody under connection with the offering of the Shares shall be deemed to be a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A.representation and warranty by such Selling Stockholder, as custodian (the “Custodian”)to matters covered thereby, for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereundereach Underwriter. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to and agrees with each of the Underwriters as followsthat: (a) All information with respect to the Selling Stockholder included 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 incorporated 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 reference 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 such Selling Stockholder; (e) to such Selling Stockholder's knowledge, (i) each part of the Registration StatementStatements, the Disclosure Package when such part became effective, did not contain and each such part, as may be amended or the Prospectus complied supplemented, if applicable, does not and will comply in all material respects with all applicable provisions of the Act; the Registration Statement, as it relates to the Selling Stockholder, did not, as of the Effective Time, not contain an 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; as of , and (ii) the Applicable Time, the Preliminary ProspectusProspectus does not contain and, as then may be amended or supplemented, did if applicable, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, 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 provided, however, that such Selling Stockholder makes no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the time of purchase did warranty or will representation with respect to any Permitted Free Writing Prospectus, as such Permitted Free Writing Prospectus relates to the Selling Stockholder, include an untrue statement of a material fact statements or omit to state a material fact necessary in order to make the statements therein, omissions contained in the light of Registration Statements or the circumstances under which they were made, not misleading. The representations given in this clause (a) apply only Prospectus based upon information relating to written information any Underwriter furnished to the Company by such Underwriter through you expressly for use therein; (f) the information in the Registration Statements and Prospectus, and any supplements or amendments thereto, relating to such Selling Stockholder is true and accurate, does not omit any information with respect to the Selling Stockholder specifically required to be contained therein or necessary to make the information therein not misleading, and expressly for use in complied, when the Registration StatementStatements became effective, Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood complies and agreed that will comply in all materials respects with the only such information is that described in Section 9(b) herein. (b) 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 requirements 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 Preliminary Prospectus.; (cg) Neither the execution, delivery and performance of this Agreement or by the Custody Agreement (as defined below) nor Selling Stockholder, the sale of the Shares by the Selling Stockholder and the consummation by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby will not conflict with, result in any breach or violation of or constitute a default under (or nor 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 certificate charter or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement laws or other organizational documents, as applicable, documents of the Selling Stockholder or any of its subsidiaries, (ii) any agreement, lease, contract, indenture or other instrument or obligation to which the Selling Stockholder or any of its subsidiaries is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Selling Stockholder or any subsidiaryof its subsidiaries or any of the Selling Stockholder's or any of its subsidiaries' properties may be bound or affected, except 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 clauses clause (ii) and (iii), for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby; (dh) No no approval, consent, order or authorization, consent or order of or filing with any regulatoryfederal, administrative state or other local or foreign governmental body 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 execution and delivery 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 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 Stockholder's Shares pursuant to this Agreement and is not prompted by any information concerning the Custody Agreement and Company which is not set forth in the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws).Prospectus; (ej) Neither the Selling Stockholder nor has not distributed and will not distribute any offering material in connection with the offering or sale of its affiliates the Shares other than any Prepricing Prospectus and the Prospectus; (k) the Selling Stockholder has taken, directly or indirectly, not taken any action designed todesigned, or which has constituted or 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 (fl) There are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) At the time of purchase and each additional time of purchase, all stock transfer or other taxes (other than income taxes), if any, that ) 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 several Underwriters hereunder will be have been fully paid or provided for by the Selling Stockholder, Stockholder and all laws imposing such taxes will be have been fully complied with. (l) The . In addition, any certificate signed by such Selling Stockholder will, prior and delivered to the Closing Date, place Underwriters or counsel for the Underwriters in custody under connection with the offering of the Shares shall be deemed to be a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A.representation and warranty by such Selling Stockholder, as custodian (the “Custodian”)to matters covered thereby, for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereundereach Underwriter. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each of the Underwriters as followsthat: (a) All information with respect to the all Selling Stockholder Information (as defined below) included or incorporated by reference in the Registration Statement, the Disclosure Package or and the Prospectus complied and will comply in all material respects with all applicable provisions Item 403 of the ActRegulation S-K; the Registration Statement, as it relates to any information furnished to the Company by the Selling StockholderStockholder expressly for use therein, 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; the Disclosure Package, as it relates to any information furnished to the Company by the Selling Stockholder expressly for use therein, did not, as of the Applicable Time, the Preliminary Prospectus, as then amended or supplemented, 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, and ; as of the Applicable Time date the Preliminary Prospectus is filed with the Commission, the time of purchase and each additional time of purchase, if any, the Prospectus, as then amended or supplemented, together with as it relates to any combination of one or more of information furnished to the then-issued Permitted Free Writing ProspectusesCompany by the Selling Stockholder expressly for use therein, if any, did will 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 date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, as such Permitted Free Writing 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. The representations given in this clause (a) apply only to written information furnished to the Company by the Selling Stockholder specifically and expressly for use in the Registration Statement, Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that the only such information furnished to the Company by the Selling Stockholder contained in the Registration Statement, the Disclosure Package and the Prospectus is the information with respect to the Selling Stockholder (excluding percentages) that described appears in Section 9(bthe table (and corresponding footnotes) herein.under the heading “Principal and Selling Stockholder” (the “Selling Stockholder Information”); (b) The 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 Preliminary Prospectus.; the Company has not authorized the Selling Stockholder to engage in any Exempt Oral Communication or Covered Exempt Written Communication; (c) Neither neither the execution, delivery and performance of this Agreement or the Custody Agreement (as defined below) nor the sale by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby 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) if the certificate Selling Stockholder is not an individual, the charter or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement bylaws or other organizational documents, as applicable, instruments of the Selling Stockholder Stockholder, (ii) any agreementindenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract, indenture contract or other agreement or instrument or obligation to which the Selling Stockholder is a party or by which it, the Selling Stockholder or any of its properties, is boundproperties may be bound or affected, (iii) any federal, state, local or foreign law, orderregulation or rule, (iv) any rule or regulation judgmentof any self-regulatory organization or other non-governmental regulatory authority (including, orderwithout limitation, writ the rules and regulations of the NYSE), or decree (v) any decree, judgment or order applicable to the Selling Stockholder or any subsidiary, except in the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.its properties; (d) No no approval, consent, order or authorization, consent or order of or filing with any regulatoryfederal, administrative 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 body regulatory authority (including, without limitation, the NYSE), is required in connection with the execution and delivery sale of the Shares to be sold by the Selling Stockholder pursuant to this Agreement or the consummation by the Selling Stockholder of this Agreement and the Custody Agreement and the consummation transactions contemplated hereby other than (i) registration of the transactions herein contemplated Shares under the Act, which has been effected (except such additional steps as may or, with respect to any registration statement to be required by filed hereunder pursuant to Rule 462(b) under the CommissionAct, FINRA will be effected in accordance herewith), (ii) any necessary qualification under the securities or such additional steps as may be necessary to qualify blue sky laws of the various jurisdictions in which the Shares for public offering are being offered by the Underwriters or (iii) under state securities or Blue Sky laws).the Conduct Rules of FINRA; (e) Neither neither the Selling Stockholder nor any of its affiliates has taken, directly or indirectly, any action designed to, or which has constituted or 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.; (f) There there are no affiliations or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto), the Disclosure Package and the ProspectusProspectus or any FINRA questionnaire for directors, the Selling Stockholder and 5% or greater security holders of the Company furnished in writing to the Representatives; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws Bylaws of FINRA) such member.; (g) The the Selling Stockholder, nowStockholder has, and at the time of the delivery purchase and each additional time of the Sharespurchase will have, will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code, Code (the “UCC”) in respect of, the Shares to be delivered sold by the Selling Stockholder, and as of the time of purchase and each additional time of purchase, such Shares will be free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorizations and approvals required by law to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder at or a valid security entitlement in respect of such time Shares; (h) upon payment of delivery; and upon the purchase price for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of and payment for the such Shares, as directed by the several Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on any adverse claim (within the meaning of Section 8-102 of the UCC), to such Shares may be asserted against the Underwriters with respect to be delivered by such security entitlement; for purposes of this representation, the Selling Stockholder free may assume that when such payment, delivery and clear crediting occur, (I) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s register of members in accordance with its memorandum of association, bye-laws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any claimother securities intermediary which acts as “clearing corporation” with respect to the Shares, lienmaintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, encumbrancethe rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, security interest, community property right (V) claims of creditors of DTC or restriction on transfer.any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary; (hi) The the Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iiiii) make the representations, warranties and agreements made by the Selling Stockholder herein.; (ij) This Agreement and the Custody this Agreement has each been duly authorized, executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder.; (jk) The the sale of the Shares to be sold by the Selling Stockholder pursuant to this Agreement is not prompted by any information concerning the Company or any Subsidiary subsidiary which is not set forth in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and the Prospectus.; and (kl) At 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 the Selling Stockholder 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. (l) The . In addition, any certificate signed by any officer of the Selling Stockholder will, prior or any of the Selling Stockholder’s subsidiaries and delivered to the Closing Date, place Underwriters or counsel for the Underwriters in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form connection with the Company’s transfer agent, representing offering of the shares of Common Stock Shares shall be deemed to be sold a representation and warranty by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986Stockholder, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISAmatters covered thereby, 29 C.F.R. 2510.3-101, or otherwiseto each Underwriter.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each of the Underwriters as followsUnderwriter that: (a) All information The Selling Stockholder is and at the time of delivery of the Shares as contemplated by the Underwriting Agreements will be the lawful owner of the Shares and, at the time of delivery thereof, will have good and marketable title to the Shares, and upon delivery of and payment for the Shares in accordance with respect the Underwriting Agreements, the Underwriters will acquire good and marketable title to the Shares, free and clear of any claim, lien, encumbrance, security interest, restriction on transfer or other defect in title. (b) The Selling Stockholder has and at the time of delivery of the Shares will have all requisite power and authority to sell, assign, transfer and deliver the Shares in the manner provided in the Underwriting Agreements. (c) Each of the Underwriting Agreements has been duly authorized, executed and delivered by the Selling Stockholder included or incorporated and Xxxxxxx PLC ("Xxxxxxx"). (d) The sale of the Shares by reference the Selling Stockholder pursuant hereto is not prompted by any material and adverse information concerning the Company that is not described in the Registration Statement, the Disclosure Package or the Prospectus complied and will comply in all material respects with all applicable provisions of the ActProspectus; the Registration Statement, as it relates to the Selling Stockholder's knowledge, did notneither the Registration Statement nor any supplement or amendment thereto, as of at the Effective Time, at the time of purchase or at the additional time of purchase, contained or will contain an any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of , and neither the Applicable Prospectus nor any supplement or amendment thereto, at the Effective Time, at the Preliminary Prospectustime of purchase or at the additional time of purchase, as then amended contained or supplemented, did not include an will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, 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 provided, however, 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, as such Permitted Free Writing Prospectus relates to the Selling Stockholder, include an untrue Stockholder makes no representation or warranty with respect to any statement of a material fact or omit to state a material fact necessary in order to make the statements therein, contained in the light Registration Statement or the Prospectus in reliance upon and in conformity with information concerning the Underwriters furnished in writing by or on behalf of any Underwriter through the circumstances under which they were made, not misleading. The representations given in this clause (a) apply only to written information furnished Managing Underwriters to the Company by the Selling Stockholder specifically and expressly for use in the Registration Statement, Statement or the Prospectus or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that set forth in the only such information is that described in Section 9(b) hereinseventh and twentieth paragraphs of the section of the Registration Statement and the Prospectus entitled "Underwriting." (be) 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 Preliminary Prospectus. (c) Neither the execution, delivery and performance of this Agreement or the Custody Agreement (as defined below) nor the sale by the Selling Stockholder of the Shares to be sold by the Selling Stockholder pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby and by the International Underwriting Agreement and the fulfillment of the terms hereof and thereof will not conflict with, or result in any breach or violation of or constitute a default under (or nor constitute any event which with notice, lapse of time or both would result in any constitute a breach or violation of or constitute a default under) ), (i) the certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, Articles of the Selling Stockholder Stockholder, (ii) any agreementprovision of any license, indenture, lease, contractmortgage, indenture deed of trust, bank loan or credit agreement or any other material agreement or instrument or obligation to which the Selling Stockholder is a party or by which it, the Selling Stockholder or any of its properties, is boundproperties may be bound or affected, (iii) any lawfederal, orderstate, rule local or foreign law or regulation judgmentor (iv) any decree, order, writ judgment or decree applicable to order binding on the Selling Stockholder or any subsidiaryexcept, except in the case of with respect to clauses (ii), (iii) and (iiiiv), for such violations conflicts, breaches or defaults as that would not, individually not materially impair or in delay the aggregate, have a Material Adverse Effectability of the Selling Stockholder to consummate the transactions contemplated by the Underwriting Agreements. (d) No approval, consent, order or authorization, of any regulatory, administrative or other governmental body is required in connection with the execution and delivery by the Selling Stockholder of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, FINRA or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws). (ef) Neither the Selling Stockholder nor any of its officers, directors or affiliates (within the meaning of the Act) has taken, directly or indirectly, any action designed toto stabilize or manipulate the price of the Common Stock, or which has constituted or which might in the future reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company Common Stock, to facilitate the sale or resale of the Shares. (f) There are no affiliations Shares or associations between any member of FINRA and the Selling Stockholder, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such memberotherwise. (g) The Selling Stockholder, now, and at the time of the delivery of the Shares, will have valid title to, or Shares do not constitute a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code, "United States real property interest" as defined in respect of, the Shares to be delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) 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 the Selling Stockholder 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. (l) The Selling Stockholder will, prior to the Closing Date, place in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwisesection 897(c)(1).

Representations and Warranties of the Selling Stockholder. The Selling Stockholder hereby represents and warrants to each of to, and agrees with, the Underwriters as follows: (a) All information with respect to the Selling Stockholder included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus complied and will comply in all material respects with all applicable provisions of the Act; the Registration Statement, as it relates to the Selling Stockholder, did notthat, as of the Effective Date, the First Closing Date and each Option Closing Date (as defined below): (a) To the Knowledge of the Selling Stockholder (as defined below), the Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct. When representations or warranties in this Agreement are qualified to the “Knowledge of the Selling Stockholder,” they are given by the Selling Stockholder to the extent of and qualified in all respects by the facts actually known to any of the executive officers or directors of the Selling Stockholder, with an obligation of reasonable inquiry on the part of such executive officers and directors, prior to the date such representations or warranties are made. To the Knowledge of the Selling Stockholder, there is no material fact, condition or information not disclosed in the Registration Statement or the Pricing Prospectus that has had, or would reasonably be expected to have, a Material Adverse Effect. (b) Representatives of the Selling Stockholder have participated in conferences and telephone conversations with representatives of the Company, special intellectual property and regulatory counsel to the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and representatives of the Underwriters’ counsel, during which conferences and conversations the contents of the Registration Statement and the Pricing Prospectus and related matters were discussed. The Selling Stockholder has reviewed the Registration Statement and the Pricing Prospectus and to the Knowledge of the Selling Stockholder, there are no facts that would cause the Selling Stockholder to believe that (i) the Pricing Disclosure Package, as of the Applicable Time, contain an included any untrue statement of a material fact or omit omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) any Issuer Free Writing Prospectus listed on Schedule 1(a) hereto conflicts with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of the Applicable Time, the and (iv) each Preliminary Prospectus, as then of its date, and the Prospectus, as amended or supplemented, did not include an as of its date and at all subsequent times through the First Closing Date and the Option Closing Date, contained or contains any untrue statement of a material fact or omit omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as of the Applicable Time the Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, 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 date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, as such Permitted Free Writing 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. The representations given and warranties set forth in this clause (aSection 2(b) do not apply only to statements in, or omissions from, the Registration Statement, any 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, each Preliminary Prospectus or amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company through Xxxxxxxx Curhan Ford & Co. by or on behalf of any Underwriter expressly for inclusion therein. The Selling Stockholder is not prompted to sell the Shares to be sold by the Selling Stockholder specifically and expressly for use by any information concerning the Company which is not set forth in the Registration Statement, Prospectus Statement or Permitted Free Writing Prospectuses, as applicable, it being understood and agreed that the only such information is that described in Section 9(b) herein. (b) 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 Preliminary Prospectus. (c) Neither This Agreement has been duly authorized, executed and delivered by or on behalf of the executionSelling Stockholder and is a valid and binding agreement of the Selling Stockholder, delivery enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and performance except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of this Agreement creditors or the by general equitable principles. (d) The Custody Agreement (as defined below) nor the sale signed by the Selling Stockholder and the Company, as custodian (the “Custodian”), relating to the deposit of the Shares to be sold by the Selling Stockholder (the “Custody Agreement”) has been duly authorized, executed and delivered by the Selling Stockholder and is a valid and binding agreement of the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Selling Stockholder agrees that the Shares to be sold by the Selling Stockholder on deposit with the Custodian is subject to the interests of the Underwriters, 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 provided in this Agreement or in the Custody Agreement, by any act of the Selling Stockholder, by operation of law or by the occurrence of any other event. If any such other event should occur before the delivery of the Shares to be sold by the Selling Stockholder hereunder, the documents evidencing the Shares to be sold by the Selling Stockholder then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. (e) The Selling Stockholder is the lawful owner of the Shares to be sold by the Selling Stockholder hereunder and upon sale and delivery of, and payment for, such Shares, as provided herein, the Selling Stockholder will convey good and marketable title to such Shares, free and clear of all liens, encumbrances, equities and claims whatsoever. (f) The Selling Stockholder has, and on each Closing Date will have, good and valid title to all of the Shares which may be sold by the Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its charter or by-laws, to enter into this Agreement and its Custody Agreement, to sell, transfer and deliver all of the Shares which may be sold by the Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder. (g) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction and from the NASD in connection with the purchase and distribution of the Shares by the Underwriters and such other approvals as have been obtained. (h) Neither the sale of the Shares being sold by the Selling Stockholder nor the consummation of any other of the transactions herein contemplated hereby by the Selling Stockholder or thereby the fulfillment of the terms hereof by the Selling Stockholder will conflict with, result in any a breach or violation of of, or constitute a default under (any law or constitute the terms of 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 certificate or articles of incorporation, charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, of the Selling Stockholder (ii) any agreement, lease, contract, indenture or other agreement or instrument or obligation to which the Selling Stockholder is a party or by which it, or any of its properties, is bound, (iii) any law, order, rule or regulation judgment, order, writ order or decree applicable to the Selling Stockholder or any subsidiarycourt or regulatory body, except in administrative agency, governmental body or arbitrator having jurisdiction over the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse EffectSelling Stockholder. (di) No approval, consent, order or authorization, of The Selling Stockholder does not have any regulatory, administrative registration or other governmental body is required similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in connection with the execution offering contemplated by this Agreement. (j) The Selling Stockholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company to the Underwriters pursuant to this Agreement; and delivery by the Selling Stockholder of this Agreement does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement and the Custody Agreement and the consummation Prospectus. (k) All information furnished by or on behalf of the transactions herein contemplated (except such additional steps as may be required by Selling Stockholder in writing expressly for use in the CommissionRegistration Statement and Prospectus is, FINRA and on each Closing Date will be, true, correct, and complete in all material respects, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or such additional steps as may be omit to state any material fact necessary to qualify make such information not misleading. The Selling Stockholder confirms as accurate the number of Shares for public offering by set forth opposite the Underwriters Selling Stockholder’s name in the Prospectus under state securities or Blue Sky lawsthe caption “Principal and Selling Stockholders” (both prior to and after giving effect to the sale of the Shares). (el) Neither the The Selling Stockholder nor any of its affiliates has takennot taken and will not take, directly or indirectly, any action designed to, to or 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 Common Stock to facilitate the sale or resale of the Shares. (fm) There are no affiliations transfer taxes or associations between other similar fees or charges under Federal law or the laws of any member of FINRA and the Selling Stockholderstate, except as disclosed in the Registration Statement (excluding the exhibits thereto, the Disclosure Package and the Prospectus; 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 FINRA or any affiliate of (or person “associated with,” as such terms are used in the bylaws of FINRA) such member. (g) The Selling Stockholderpolitical subdivision thereof, now, and at the time of the delivery of the Shares, 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 delivered by the Selling Stockholder at such time of delivery; and upon the delivery of and payment for the Shares, the several Underwriters will acquire a valid security entitlement in respect of the Shares to be delivered by the Selling Stockholder free and clear of any claim, lien, encumbrance, security interest, community property right or restriction on transfer. (h) The Selling Stockholder has and, at the time of delivery of the Shares to be sold by the 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 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 and the Custody Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by the Selling Stockholder herein. (i) This Agreement and the Custody Agreement has each been duly executed and delivered by (or, in the case of this Agreement, on behalf of) the Selling Stockholder. (j) The sale of the Shares to be sold by the Selling 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 (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus. (k) 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 execution and delivery of this Agreement or the sale by the Selling Stockholder of the Shares. (n) The Selling Stockholder has not distributed and transfer will not distribute, prior to the later of the Option Closing Date and the completion of the Underwriters’ distribution of the Shares, any offering material in connection with the offering and sale of the Shares by the Selling Stockholder other than a Preliminary Prospectus, the Prospectus or the Registration Statement. (o) Any certificate signed by an officer of the Selling Stockholder in his capacity as such and delivered to the Underwriters or Underwriters’ Counsel pursuant to this Agreement shall be sold deemed a representation and warranty by the Selling Stockholder 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. (l) The Selling Stockholder will, prior as to the Closing Date, place matters set forth in custody under a custody agreement (the “Custody Agreement”) with Xxxxx Fargo Bank, N.A., as custodian (the “Custodian”), for delivery under this Agreement, the Shares, held in book-entry form with the Company’s transfer agent, representing the shares of Common Stock to be sold by the Selling Stockholder hereunder. (m) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.certificate